Stockeryale Inc Sample Contracts

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By and Among
Stockholders Agreement • April 2nd, 2001 • Stockeryale Inc • Optical instruments & lenses • Quebec
DEMAND NOTE
Stocker & Yale Inc • April 8th, 1999 • Optical instruments & lenses

This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Demand Note referred to in the Credit Agreement.

Joint Filing Agreement
Joint Filing Agreement • October 21st, 2002 • Stockeryale Inc • Optical instruments & lenses

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of StockerYale, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934 and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

BETWEEN
Credit Agreement • February 28th, 2000 • Stocker & Yale Inc • Optical instruments & lenses • Quebec
AND
Credit and Security Agreement • April 8th, 1999 • Stocker & Yale Inc • Optical instruments & lenses • Massachusetts
EXHIBIT 10.7 INNOVATIVE SPECIALTY OPTICAL FIBER COMPONENTS LLC LIMITED LIABILITY COMPANY AGREEMENT AS OF APRIL 26, 2001
Limited Liability Company Agreement • May 15th, 2001 • Stockeryale Inc • Optical instruments & lenses • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2004 • Stockeryale Inc • Optical instruments & lenses

This Securities Purchase Agreement (this "Agreement") is dated as of February 3, 2004 among StockerYale, Inc., a Massachusetts corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 29th, 2007 • Stockeryale Inc • Optical instruments & lenses • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 26, 2007, by and among StockerYale, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, with its principal offices at 32 Hampshire Road, Salem, New Hampshire 03079 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Contract
Stockeryale Inc • August 15th, 2005 • Optical instruments & lenses • New York

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.

FORM OF STOCK PURCHASE AGREEMENT
Form of Stock Purchase Agreement • June 9th, 2000 • Stockeryale Inc • Optical instruments & lenses • Massachusetts
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.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Stockeryale Inc • August 14th, 2008 • Optical instruments & lenses • Massachusetts

StockerYale, Inc., a Massachusetts corporation (the “Company”), for value received, hereby certifies that Mark Hawtin, or his registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on May 30, 2018, an aggregate of 269,663 nonassessable shares of Common Stock, $0.001 par value per share, of the Company, at a purchase price of $0.60 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2007 • Stockeryale Inc • Optical instruments & lenses • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2007, by and among StockerYale, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, with its principal offices at 32 Hampshire Road, Salem, New Hampshire 03079 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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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”).

WAIVER AND AMENDMENT NO. 5 to the CREDIT AGREEMENT
Credit Agreement • March 28th, 1997 • Stocker & Yale Inc • Optical instruments & lenses
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. STOCKERYALE, INC. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: June 28, 2006
Security and Purchase Agreement • July 5th, 2006 • Stockeryale Inc • Optical instruments & lenses • New York

This Security and Purchase Agreement is made as of June 28, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), STOCKERYALE, INC., a Massachusetts corporation (“Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) (the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).

Contract
Stockeryale Inc • December 13th, 2004 • Optical instruments & lenses • New York

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

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”).

STOCKERYALE, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2004 • Stockeryale Inc • Optical instruments & lenses • New York

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of December ___, 2004, by and among StockerYale, Inc., a Massachusetts corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

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”).

WCMA® REDUCING REVOLVERsm LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses • Illinois

WCMA REDUCING REVOLVERsm LOAN AND SECURITY AGREEMENT NO. 794-07E50 (“Loan Agreement”) dated as of May 3, 2001, between STOCKERYALE, INC. F/K/A STOCKER & YALE, INC., a corporation organized and existing under the laws of the State of Massachusetts having its principal office at 32 Hampshire Road, Salem, NH 03079 (“Customer”), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 (“MLBFS”).

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FINANCING STATEMENT STOCKERYALE, INC. to LAURUS MASTER FUND, LTD. (Hampshire Road and Garabedian Drive, Salem, New Hampshire and Methuen, Massachusetts)
Mortgage, Security Agreement • December 13th, 2004 • Stockeryale Inc • Optical instruments & lenses • Massachusetts

THIS INSTRUMENT CONSTITUTES A FIXTURE FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE COVERING THE ITEMS AND TYPES OF COLLATERAL DESCRIBED HEREIN. THE NAMES OF THE DEBTOR AND THE SECURED PARTY, THE MAILING ADDRESS OF THE SECURED PARTY FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, THE MAILING ADDRESS OF THE DEBTOR AND A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL ARE AS DESCRIBED BELOW, IN COMPLIANCE WITH THE REQUIREMENTS OF ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.

RECITALS --------
Stocker & Yale Inc • March 28th, 1997 • Optical instruments & lenses
STOCKERYALE, INC. SECURITIES PURCHASE AGREEMENT June 19, 2007
Securities Purchase Agreement • June 22nd, 2007 • Stockeryale Inc • Optical instruments & lenses • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2007 by and between StockerYale, Inc., a Massachusetts corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).

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