0001193125-05-202525 Sample Contracts

Contract
Common Stock Purchase Warrant • October 17th, 2005 • Stockeryale Inc • Optical instruments & lenses • Massachusetts

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STOCKERYALE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • October 17th, 2005 • Stockeryale Inc • Optical instruments & lenses • Massachusetts

STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of August 16, 2005, by and between StockerYale, Inc., a Massachusetts corporation (the “Company”), and the investor named on the signature page hereof (the “Investor”).

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