0000950123-06-013693 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

• broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2006, by and among Electro-Optical Sciences, Inc., a Delaware corporation, with its principal offices 3 West Main Street, Suite 201, Irvington, New York 10533 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2006, by and among Electro-Optical Sciences, Inc., a Delaware corporation, with its principal offices 3 West Main Street, Suite 201, Irvington, New York 10533 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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