0000718937-05-000023 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 5th, 2005 • Staar Surgical Co • Ophthalmic goods • California

This STOCK PURCHASE AGREEMENT is dated as of the 31st day of March, 2005 (the “Effective Date”) by and between STAAR Surgical Company, a Delaware corporation with its principal office at 1911 Walker Avenue, Monrovia, California 91016 (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2005 • Staar Surgical Co • Ophthalmic goods • California

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 31, 2005, by and among (i) STAAR Surgical Company, a Delaware corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 13 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).

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