0001193125-08-260985 Sample Contracts

STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • December 29th, 2008 • Stockeryale Inc • Optical instruments & lenses • Massachusetts

STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of December 24, 2008, 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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AGREEMENT REGARDING INSTRUMENT CONSTITUTING US$4,750,000 10% SENIOR FIXED RATE SECURED BOND
Agreement Regarding • December 29th, 2008 • Stockeryale Inc • Optical instruments & lenses • England

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 31, 2008, by and between Mark Hawtin (“Hawtin”) and StockerYale (UK) Limited, a corporation organized under the laws of England and Wales (the “Company”).

Contract
Common Stock Purchase • December 29th, 2008 • 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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