0001062993-04-001775 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this "Agreement") is dated as of November 4, 2004, among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 4, 2004, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").

REGISTRATION RIGHTS AGREEMENT FOR WARRANTS
Registration Rights Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement For Warrants (this "Agreement") is made and entered into as of November 4, 2004, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").

COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Cyberkinetics Neurotechnology Systems, Inc.
Security Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), up to ______ shares (the "Warrant Shares") of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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