0001193125-08-001668 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2008 • Stockeryale Inc • Optical instruments & lenses • New York

This Agreement is being entered into in connection with a Securities Purchase Agreement dated as of June 19, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), the Purchaser (as assignee of Laurus), and the Company (as amended, modified and supplemented from time to time, the “Purchase Agreement”).

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AMENDED AND RESTATED SECURED TERM NOTE
Secured Term Note • January 4th, 2008 • Stockeryale Inc • Optical instruments & lenses • New York

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement (as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”) dated as of December 30, 2005 among the Borrower, the Holder and PSource Structured Debt Limited (as assignee of the Holder) (“PSource”).

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2008 • Stockeryale Inc • Optical instruments & lenses • New York

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 28, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens”), as assignee of Laurus, and StockerYale, Inc., a Massachusetts corporation (the “Company”).

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2008 • Stockeryale Inc • Optical instruments & lenses • New York

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 28, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), PSource Structured Debt Limited (“PSource”), as assignee of Laurus, and StockerYale, Inc., a Massachusetts corporation (the “Company”).

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