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Exhibit 10.2
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.
Issue Date: December , 2008
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Shares of Common Stock
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
STOCKERYALE, INC., a corporation organized under the laws of the
Commonwealth of Massachusetts (the " Company "), hereby
certifies that, for value received,
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or its assigns (the " Holder "), is entitled, subject to the
terms set forth below, to purchase from the Company from and after
the issue date of this Warrant and at any time or from time to time
before 5:00 p.m., Boston time, through five (5) years after
such date (the " Expiration Date "), up to
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fully paid and non-assessable shares of Common Stock (as
hereinafter defined), $.001 par value per share, of the Company, at
the Exercise Price (as defined below). The number and character of
such shares of Common Stock and the Exercise Price are subject to
adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term " Company " shall include StockerYale, Inc.
and any corporation which shall succeed or assume the obligations
of StockerYale, Inc. hereunder.
(b) The term " Common Stock " includes (i) the
Company’s Common Stock, par value $.001 per share, and
(ii) any other securities into which or for which any of the
securities described in (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.
(c) The term " Other Securities " refers to any stock
(other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock
or Other Securities pursuant to Section 4 or otherwise.
(d) The term " Exercise Price " shall be mean $0.50 per
share.
1. Exercise of Warrant . Number of Shares Issuable
upon Exercise . From and after the date hereof through and
including the Expiration Date, the Holder shall be entitled to
receive, upon exercise of this Warrant in whole or in part, by
delivery of an original or fax copy of the exercise notice attached
hereto as Exhibit A (the " Exercise Notice "), an
aggregate of
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shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.
2. Procedure for Exercise .
2.1 Delivery of Stock Certificates, etc. on Exercise .
The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder
as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part, and in any
event within 3 business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and
delivered to the Holder, or as such Holder (upon
payment by such holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or
certificates for the number of duly and validly issued, fully paid
and non-assessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise, plus, in lieu
of any fractional share to which such holder would otherwise be
entitled, cash equal to such fraction multiplied by the then fair
market value (which shall equal the closing stock price as of the
previous trading day) of one full share of Common Stock, together
with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.
2.2 Exercise . Payment for the shares of Common
Stock subject to this Warrant may be made either in cash or by
certified or official bank check payable to the order of the
Company equal to the applicable aggregate Exercise Price and the
Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided
herein.
3. Effect of Reorganization, etc.; Adjustment of Exercise
Price .
3.1 Reorganization, Consolidation, Merger, etc . In case
at any time or from time to time, the Company shall (a) effect
a reorganization, (b) consolidate with or merge into any other
person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the
Company whereby the Holder of this Warrant, on the exercise hereof
as provided in Section 1 at any time after the consummation of
such reorganization, consolidation or merger or the effective date
of such dissolution, as the case may be, shall receive, in lieu of
the Common Stock (or Other Securities) issuable on such exercise
prior to such consummation or such effective date, the stock and
other securities and property (including cash) to which such Holder
would have been entitled upon such consummation or in connection
with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.
3.2 Dissolution . In the event of any dissolution of the
Company following the transfer of all or substantially all of its
properties or assets, the Company, prior to such dissolution, shall
at its expense deliver or cause to be delivered the stock and other
securities and property (including cash, where applicable)
receivable by the Holder of the Warrant after the effective date of
such dissolution pursuant to Section 3.1 to a bank or trust
company having its principal office in New York, NY, as trustee for
the Holder of the Warrant.
3.3 Continuation of Terms . Upon any reorganization,
consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant
shall continue in full force and effect and the terms hereof shall
be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the
case may be, and shall be binding upon the issuer of any such stock
or other securities, including, in the case of any such transfer,
the person acquiring all or substantially all of the properties or
assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in
Section 4. In the event this Warrant does not continue in full
force and effect after the consummation of the transactions
described in this Section 3, then only in such event will the
Company’s securities and property (including cash, where
applicable) receivable by the holders of the Warrant be delivered
to the Trustee as contemplated by Section 3.2.
4. Extraordinary Events Regarding Common Stock . In the
event that the Company shall (a) issue additional shares of
the Common Stock as a dividend or other distribution on outstanding
Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in
each such event
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