FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 1st, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
• broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • November 1st, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2006, by and among Electro-Optical Sciences, Inc., a Delaware corporation, with its principal offices 3 West Main Street, Suite 201, Irvington, New York 10533 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ELECTRO-OPTICAL SCIENCES, INC. 2,312,384 Shares of Common Stock and 346,858 Related Warrants PLACEMENT AGENCY AGREEMENTAgency Agreement • November 1st, 2006 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Introductory. Electro-Optical Sciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) 2,312,384 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and related warrants to purchase 346,858 shares of Common Stock (“Warrants,” together with the Shares, the “Securities”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(2) (“Section 4(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Jefferies & Company, Inc. (“Jefferies”) has agreed to act as placement agent (the “Placement Agent”) in connection with the Placement, subject to the terms, conditions and other provi
