EX-10.69






THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.



December 14, 2007 No. 01



STAAR SURGICAL COMPANY




(Organized under the laws of the State of Delaware)




Warrant Agreement for the Purchase of Shares of Common Stock




WHEREAS, STAAR Surgical Company, a Delaware corporation (the “Company”), has made a Senior
Promissory Note of even date herewith in the original principal amount of up to $5 million (the
“Note”) for the benefit of, and to evidence the Company’s obligations to, Broadwood Partners, L.P.,
a limited partnership organized under the laws of Delaware (the “Warrantholder”);



WHEREAS, the Company desires to grant to Warrantholder, in consideration for the financing
provided under the Note, the right to purchase shares of its Common Stock pursuant to this Warrant
Agreement (the “Agreement”);



NOW, THEREFORE, in consideration of the Warrantholder lending the funds described in the Note,
and in consideration of the mutual covenants and agreements contained herein, the Company and
Warrantholder agree as follows:



SECTION 1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.



For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is
entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and
purchase, from the Company, up to 700,000 fully paid and non-assessable shares of the Common Stock
(as defined below) at a purchase price of $4.00 per share (the “Exercise Price”). The number and
Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein,
the following terms shall have the following meanings:



“Act” means the Securities Act of 1933, as amended.



“Charter” means the Company’s Articles of Incorporation, Certificate of Incorporation or other
constitutional document, as may be amended from time to time.



“Common Stock” means the Company’s common stock, $0.01 par value per share.



“Effective Date” means the date of issuance of each Warrant Agreement.



“Existing Shares” shall mean the 4,396,231 shares of common stock of the Company owned by the
Warrantholder as of the date hereof.



“Merger Event” means a reorganization, recapitalization, consolidation or merger (or similar
transaction or series of related transactions) involving the Company in which the Company is not
the surviving entity, or in which the outstanding shares of the Company’s capital stock are
otherwise converted into or exchanged for shares or units of capital of another entity.



“Penalty Warrants” has the meaning set forth in Section 12(a)(ii).



“Purchase Price” means, with respect to any exercise of this Agreement, an amount equal to the
Exercise Price as of the relevant time multiplied by the number of shares of Common Stock requested
to be exercised under this Agreement pursuant to such exercise.



“Warrant” means the right, upon the terms and subject to the conditions hereinafter set forth,
to subscribe for and purchase, from the Company, one fully paid and non-assessable share of the
Common Stock at the Exercise Price.



“Warrant Share” means each share of Common Stock that is issued upon the exercise of a Warrant
pursuant to Section 3 hereof.



SECTION 2. TERM OF EXERCISABILITY.



Each right to purchase Common Stock hereunder shall expire on the sixth (6th) anniversary of
the Effective Date.



SECTION 3. EXERCISE OF THE PURCHASE RIGHTS.



(a) Exercise. The purchase rights set forth in this Agreement are exercisable by the
Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of
the term set forth in Section 2, by tendering to the Company at its principal office, at the office
of its stock transfer agent or at any other warrant agent designated by the Company (the “Warrant
Agent”) if any, a notice of exercise in the form attached hereto as Exhibit I (the “Notice of
Exercise”), duly completed and executed. Sixty-one (61) days following receipt of the Notice of
Exercise and/or the Cashless Exercise Form in the form attached hereto as Exhibit III, as the case
may be, and subject to the prior payment of the Purchase Price in accordance with the terms set
forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of
Common Stock purchased, and shall execute the acknowledgment of exercise in the form attached
hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which
remain subject to future purchases, if any, under this Agreement, and affirming that with respect
to such unexercised portion this Agreement remains in full force and effect.



(b) If the fair market value of one share of the Company’s Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below) and either (i) any portion of the
Warrant Shares issuable upon exercise of this Warrant are not covered by an effective registration
statement under the Securities Act, or (ii) the Warrant Shares are not permitted to be transferred
free of any volume limitations under Rule 144, then in lieu of exercising this Warrant by payment
of cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of
this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal
office of the Company or the Warrant Agent together with an executed Cashless Exercise Form in
which event the Company shall issue to the Warrantholder a number of shares of Common Stock
computed using the following formula:



X = Y(A-B)

A


Where X = the number of shares of Common Stock to be issued to the Warrantholder




	 	 	 	Y = the number of shares of Common Stock issuable under the
Warrant or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (at the date of such calculation)






	 	 	 	A = the fair market value of one share of the Company’s Common
Stock (at the date of such calculation)






	 	 	 	B = Exercise Price (as adjusted to the date of such calculation)





For purposes of the above calculation, the fair market value of one share of Common Stock
shall be determined by taking the average of the closing prices of the sales of any shares of
Common Stock on all securities exchanges on which the Common Stock is listed, or, if there have
been no sales on any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so
listed, the average of the representative bid and asked prices quoted in the OTC Bulletin Board as
of 4:00 p.m., New York time, or, if on any day any Common Stock is not quoted on the OTC Bulletin
Board, the average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days consisting of the day
as of which the fair market value is being determined and the 20 consecutive business days prior to
such day. If at any time the Common Stock is not listed on any securities exchange or quoted in
the OTC Bulletin Board or the over-the-counter market, the fair market value of one share of Common
Stock shall be the amount determined in good faith by the Company’s board of directors (the
“Board”). A cashless exercise shall be deemed effective on the date the Cashless Exercise Form or
a copy thereof is received by the Company (including receipt by facsimile or electronic mail), and
such date shall be the calculation date for the foregoing formula, provided that certificates for
the resulting shares shall not be issued until delivery of the signed Cashless Exercise Form and
surrender of the Warrant Agreement as set forth above.



(c) Method of Payment. The Purchase Price may be paid at the Warrantholder’s election
either (i) by cash or check, (ii) by “cashless exercise” in accordance with the provisions of
Section 3(b), or (iii) at the election of the Warrantholder, and at the Warrantholder’s sole
discretion, by release of an equal amount of indebtedness under the Note. If the Warrantholder
elects to pay the Purchase Price through such release of indebtedness, the amount so released will
first be applied to any accrued interest and unpaid interest under the Note, and any remaining
amount shall be applied to principal.



SECTION 4. RESERVATION OF SHARES.



During the term of this Agreement, the Company will at all times have authorized and reserved
a sufficient number of shares of its Common Stock to provide for the exercise of the rights to
purchase Common Stock as provided for herein.



SECTION 5. NO FRACTIONAL SHARES OR SCRIP.



No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Agreement, but in lieu of such fractional shares that might otherwise result from the
adjustment rights of Section 8, the Company shall make a cash payment therefor upon the basis of
the Exercise Price then in effect.



SECTION 6. NO RIGHTS AS SHAREHOLDER/STOCKHOLDER.



This Agreement does not entitle the Warrantholder to any voting rights or other rights as a
shareholder/stockholder of the Company prior to issuance of the certificate for the Common Stock
delivered pursuant to the exercise of this Agreement under Section 3(a) hereof .



SECTION 7. WARRANTHOLDER REGISTRY.



The Company shall maintain a registry showing the name and address of the registered holder of
this Agreement. Warrantholder’s initial address, for purposes of such registry, is set forth below
Warrantholder’s signature on this Agreement. Warrantholder may change such address by giving
written notice of such changed address to the Company.



SECTION 8. ADJUSTMENT RIGHTS.



The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject
to adjustment, as follows:



(a) Merger Event. If at any time there shall be Merger Event, then, as a part of such
Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled
to receive, upon exercise of this Agreement, the number of shares of common stock or other
securities or property of the successor corporation resulting from such Merger Event that would
have been issuable if Warrantholder had exercised this Agreement immediately prior to the effective
date of the Merger Event. In any such case, appropriate adjustment (as determined in good faith by
the Board) shall be made in the application of the provisions of this Agreement with respect to the
rights and interests of the Warrantholder after the Merger Event to the end that the provisions of
this Agreement (including adjustments of the Exercise Price and number of shares of Common Stock
purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without
limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the
successor or surviving entity shall assume the obligations of this Agreement. In connection with a
Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this
Agreement to be exchanged for the consideration that Warrantholder would have received if
Warrantholder chose to exercise its right to have shares issued on a net issuance basis immediately
prior to the effective date of the Merger Event without actually exercising such right, and without
acquiring such shares and exchanging such shares for such consideration.



(b) Reclassification of Shares. Except as set forth in Section 8(a), if the Company
at any time shall, by combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this Agreement exist into
the same or a different number of securities of any other class or classes, this Agreement shall
thereafter represent the right to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities which were subject to the
purchase rights under this Agreement immediately prior to the effective date of such combination,
reclassification, exchange, subdivision or other change.



(c) Subdivision or Combination of Shares. If the Company at any time shall combine or
subdivide its Common Stock, (i) in the case of a subdivision, the Exercise Price shall be
proportionately decreased, and the number of shares of Common Stock issuable upon exercise of this
Agreement shall be proportionately increased, or (ii) in the case of a combination, the Exercise
Price shall be proportionately increased, and the number of shares of Common Stock issuable upon
the exercise of this Agreement shall be proportionately decreased.



(d) Stock Dividends. If the Company at any time while this Agreement is outstanding
and unexpired shall pay a dividend with respect to the Common Stock payable in Common Stock, then
the Exercise Price shall be adjusted, from and after the date of determination of stockholders
entitled to receive such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such date of determination by a fraction (A) the
numerator of which shall be the total number of shares of Common Stock outstanding immediately
prior to such dividend or distribution, and (B) the denominator of which shall be the total number
of shares of Common Stock outstanding immediately after such dividend or distribution.



(e) Notice of Adjustments. If: (i) the Company shall declare any dividend or
distribution upon its stock in cash, property or securities other than Common Stock; (ii) the
Company shall offer for subscription prorata to the holders of any class of its Common Stock or
other convertible stock any additional shares of stock of any class or other rights; (iii) there
shall be any Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or
substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or
winding up of the Company; then, in connection with each such event, the Company shall send to the
Warrantholder: (A) at least thirty (30) days’ prior written notice of the date on which the books
of the Company shall close or a record shall be taken for such dividend, distribution, subscription
rights (specifying the date on which the holders of Common Stock shall be entitled thereto) or for
determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up;
and (B) in the case of any such Merger Event, sale, lease, license or other transfer of all or
substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior
written notice of the date when the same shall take place (and specifying the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such Merger Event, dissolution, liquidation or winding up).



Each such written notice (or a subsequent notice given at least five (5) days prior to the
Merger Event, dissolution, liquidation, or winding up) shall set forth, in reasonable detail, (i)
the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount
of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted
Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject to
purchase hereunder after giving effect to such adjustment, and shall be given by first class mail,
postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the
Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7.



(f) Timely Notice. Failure to timely provide such notice required by subsection (e)
above shall entitle Warrantholder to retain the benefit of the applicable notice period
notwithstanding anything to the contrary contained in any insufficient notice received by
Warrantholder. For purposes of this subsection (f), and notwithstanding anything to the contrary
in Section 13(g), the notice period shall begin on the date the Warrantholder actually receives a
written notice containing all the information required to be provided in such subsection (e).



SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.



(a) Reservation of Common Stock. The Common Stock issuable upon exercise of the
Warrantholder’s rights has been or will be duly and validly reserved and, when issued in accordance
with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and
will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that
the Common Stock issuable pursuant to this Agreement may be subject to restrictions on transfer
under state and/or federal securities laws. The Company has made available to the Warrantholder
true, correct and complete copies of its Charter and current bylaws. The issuance of certificates
for shares of Common Stock upon exercise of this Agreement shall be made without charge to the
Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in
connection with such exercise and the related issuance of shares of Common Stock; provided, that
the Company shall not be required to pay any tax which may be payable in respect of any transfer
and the issuance and delivery of any certificate in a name other than that of the Warrantholder.



(b) Due Authority. The execution and delivery by the Company of this Agreement and
the performance of all obligations of the Company hereunder, including the issuance to
Warrantholder of the right to acquire the shares of Common Stock, have been duly authorized by all
necessary corporate action on the part of the Company. This Agreement constitutes a legal, valid
and binding agreement of the Company, enforceable in accordance with its terms.



(c) Consents and Approvals. No consent or approval of, giving of notice to,
registration with, or taking of any other action in respect of any state, federal or other
governmental authority or agency is required with respect to the execution, delivery and
performance by the Company of its obligations under this Agreement, except for the filing of
notices pursuant to Regulation D under the Act and any filing required by applicable state
securities law or any exchange on which shares of the Company’s stock shall be traded, which
filings will be effective by the time required thereby.



(d) Issued Securities. All issued and outstanding shares of the Company’s securities
have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding
shares of the Company’s securities were issued in full compliance with all federal and state
securities laws.



(e) Other Commitments to Register Securities. Except for the Registration Rights
Agreement between the Company and certain investors dated as of March 31, 2005, the Warrant
Agreement between the Company and the Warrantholder dated as of March 21, 2007 and the Share
Purchase Agreement by and between Canon Marketing Japan Inc. and Canon Inc. and the Company dated
October 25, 2007, the Company is not, pursuant to the terms of any other agreement currently in
existence, under any obligation to register under the Act any of its presently outstanding
securities or any of its securities which may hereafter be issued.



(f) Exempt Transaction. Subject to the accuracy of the Warrantholder’s
representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement
constitutes a transaction exempt from (i) the registration requirements of Section 5 of the Act, in
reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state
securities laws.



(g) Compliance with Rule 144. If the Warrantholder proposes to sell Common Stock
issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in
compliance with Rule 144 promulgated by the SEC, then, upon Warrantholder’s written request to the
Company, the Company shall furnish to the Warrantholder, within ten days after receipt of such
request, a written statement confirming the Company’s compliance with the filing requirements of
the SEC as set forth in such Rule, as such Rule may be amended from time to time.



(h) Information Rights. If at any time during the term of this Agreement the Company
is not subject to reporting requirements under either Section 13(d) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall provide to the
Warrantholder annual, audited financial statements of the Company within sixty (60) days after the
end of each fiscal year, and interim unaudited financial statements within thirty (30) days after
the end of each fiscal quarter.



(i) Trading Based on Non-Public Information. Warrantholder acknowledges that as a
result of its position as noteholder under the Note it has or may receive non-public information
about the Company which is or may be material. Accordingly, Warrantholder agrees that it will not
unlawfully exercise or transfer all or any part of this Agreement or the securities purchasable
hereunder based on any material non-public information.



SECTION 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.



This Agreement has been entered into by the Company in reliance upon the following
representations and covenants of the Warrantholder:



(a) Investment Purpose. The rights hereunder and the securities that may be acquired
on their exercise have been acquired for investment and not with a view to the sale or distribution
of any part thereof, and the Warrantholder has no present intention of selling or engaging in any
public distribution of the same except pursuant to a registration or exemption.



(b) Private Issue. The Warrantholder understands (i) that the Common Stock issuable
upon exercise of this Agreement is not registered under the Act or qualified under applicable state
securities laws on the ground that the issuance contemplated by this Agreement will be exempt from
the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on
such exemption is predicated on the representations set forth in this Section 10.



(c) Financial Risk. The Warrantholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment, and has
the ability to bear the economic risks of its investment.



(d) Risk of No Registration. The Warrantholder understands that if a registration
statement covering the securities under the Act is not in effect when it desires to sell (i) the
rights to purchase Common Stock pursuant to this Agreement or (ii) the Common Stock issuable upon
exercise of the right to purchase, it may be required to hold such securities for an indefinite
period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase
Common Stock or (B) Common Stock issued or issuable hereunder which might be made by it in reliance
upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that
Rule.



(e) Accredited Investor. Warrantholder is an “accredited investor” within the meaning
of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.



SECTION 11. TRANSFERS.



Subject to compliance with applicable federal and state securities laws, this Agreement and
all rights hereunder are transferable, in whole or in part, without charge to the holder hereof
(except for transfer taxes) upon surrender of this Agreement properly endorsed. Each taker and
holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement,
when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement
shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by
the Company and all other persons dealing with this Agreement as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this Agreement. The
transfer of this Agreement shall be recorded on the books of the Company upon receipt by the
Company of a notice of transfer in the form attached hereto as Exhibit IV (the “Transfer Notice”),
at its principal offices and the payment to the Company of all transfer taxes and other
governmental charges imposed on such transfer. Until the Company receives such Transfer Notice,
the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding
the foregoing, subject to compliance with applicable federal and state securities laws, this
Agreement may be assigned at any time on the same terms and conditions as the Note.



SECTION 12. REGISTRATION RIGHTS



(a) The Company shall prepare, and, as soon as possible but in no event later than the date
that is forty-five (45) days after the date of this Agreement, file with the SEC a Registration
Statement on Form S-3 (or if Form S-3 is unavailable then on a Form S-1 or other form reasonably
acceptable to Warrantholder) for an offering to be made on a continuous basis pursuant to Rule 415
of the Act, covering the resale of all of the Warrant Shares and Existing Shares.



(i) The Company shall use its best efforts to have the Registration Statement declared
effective by the SEC as soon as possible, but in no event later than one hundred and fifty (150)
days from the date hereof.



(ii) If a registration statement covering the Warrant Shares and the Existing Shares (i) is
not filed with the SEC by the Company within forty-five (45) days after the date of this Agreement,
or (ii) does not become effective within one hundred and fifty (150) days after the date of this
Agreement and remain effective for the Registration Period (as hereinafter defined), excluding any
Suspension Period or Earnings Suspension (as hereinafter defined) that occurs pursuant to Section
12(d)(vi), the Warrantholder shall receive, and the Company shall grant to the Warrantholder,
thirty thousand (30,000) Warrants for each calendar month, or part thereof, during which the
Registration Statement is not effective (the “Penalty Warrants”). The Common Stock issuable upon
exercise of the Penalty Warrants shall be entitled to all registration rights set forth herein. In
addition, the Registration Period shall be extended by any period of time such Registration
Statement is in fact not effective. The parties agree and acknowledge that it will be difficult to
ascertain the type and/or amount of any damages that may accrue to Warrantholder as a result of the
Company’s breach of Section 12(a)(i), and therefore, the issuance to Warrantholder of the Penalty
Warrants are reasonable under the circumstances and are required for the reasonable protection of
Warrantholder’s rights under Section 12 of this Agreement. The Company agrees that it will not
challenge or dispute Warrantholder’s remedies set forth in this Section 12(a)(ii) by asserting that
such remedies constitute a penalty or should otherwise not be enforced as written.



(iii) The Company shall pay all costs and expenses related to the registration of the Warrant
Shares and the Existing Shares, including without limitation the reasonable fees and expenses of
legal counsel to the Warrantholder, not to exceed $5,000. The Company shall use its best efforts
to keep such registration statement continuously effective under the Act until the earlier of (A)
the date on which all of the Warrant Shares and Existing Shares have been sold, and (B) the date on
which all of the Warrant Shares and the Existing Shares become eligible for resale without volume
limitations pursuant to Rule 144 under the Exchange Act (the “Registration Period”). The Company
shall promptly prepare and file with the SEC such amendments (including post-effective amendments)
and supplements to such Registration Statement and any prospectus used in connection therewith, as
may be necessary to keep such Registration Statement effective at all times until the expiration of
the Registration Period.



(b) The Company shall, not less than three (3) business days prior to the filing of the
Registration Statement or any related prospectus or any amendment or supplement thereto, (i)
furnish to the Warrantholder or any holder under this Agreement copies of the Registration
Statement or prospectus proposed to be filed, which documents will be subject to the review of the
Warrantholder or any holder under this Agreement, and (ii) cause its officers and directors,
counsel and independent certified public accountants to respond to such inquiries as shall be
necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation
within the meaning of the Act. Furthermore, the Company shall advise the Warrantholder or any
holder under this Agreement, within two (2) business days: (x) after it shall receive notice or
obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the
effectiveness of the Registration Statement or of the initiation or threat of any proceeding for
that purpose, or any other order issued by any state securities commission or other regulatory
authority suspending the qualification or exemption from qualification of any of the Warrant Shares
or Existing Shares under state securities or “blue sky” laws; and it will promptly use its best
efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the
earliest possible moment if such stop order or other order should be issued; and (y) when the
prospectus or any prospectus supplement or post-effective amendment has been filed, and, with
respect to the Registration Statement or any post-effective amendment thereto, when the same has
become effective.



(c) If, at any time when the Warrant Shares or Existing Shares have not been registered under
this Agreement, the Company proposes to register any of its Common Stock under the Act, whether as
a result of a primary or secondary offering of Common Stock or pursuant to registration rights
granted to holders of other securities of the Company (but excluding in all cases any registrations
to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each
such time, give to the Warrantholder written notice of its intent to do so. Upon the written
request of the Warrantholder given within 20 days after the giving of any such notice by the
Company, the Company shall use reasonable efforts to cause to be included in such registration the
Warrant Shares and the Existing Shares of such selling Investor, to the extent requested to be
registered; provided that (i) the number of Warrant Shares and Existing Shaers proposed to be sold
by the Warrantholder is equal to at least seventy-five percent (75%) of the total number of Warrant
Shares and Existing Shares then held by the Warrantholder, (ii) the Warrantholder agrees to sell
those of its Warrant Shares and Existing Shares to be included in such registration in the same
manner and on the same terms and conditions as the other shares of Common Stock which the Company
proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold
for the account of the Company or any party exercising demand registration rights pursuant to any
other agreement with the Company, the proposed managing underwriter does not advise the Company
that in its opinion the inclusion of the Warrant Shares and Existing Shares (without any reduction
in the number of shares to be sold for the account of the Company or such party exercising demand
registration rights) is likely to affect materially and adversely the success of the offering or
the price that would be received for any shares of Common Stock offered, in which case the rights
of the Warrantholder shall be as provided below. If such a registration involves an underwritten
offering and the managing underwriter shall advise the Company in writing that, in its opinion, the
number of shares of Common Stock requested by the Warrantholder to be included in such registration
is likely to affect materially and adversely the success of the offering or the price that would be
received for any shares of Common Stock offered in such offering, then, notwithstanding anything
herein to the contrary, the Company shall be required to include in such registration only the
number of shares of Common Stock which the Company is so advised can be sold in such offering, (i)
first, the number of shares of Common Stock proposed to be included in such registration for the
account of the Company and/or any stockholders of the Company (other than the Warrantholder) that
have exercised demand registration rights, in accordance with the priorities, if any, then existing
among the Company and/or such stockholders of the Company with registration rights (other than the
Warrantholder), and (ii) second, the shares of Common Stock requested to be included in such
registration by all other stockholders of the Company who have piggyback registration rights
(including, without limitation, the Warrantholder), pro rata among such other stockholders
(including, without limitation, the Warrantholder) on the basis of the number of shares of Common
Stock that each of them requested to be included in such registration. In connection with any
offering involving an underwriting of shares, the Company shall not be required hereunder or
otherwise to include the Warrant Shares and Existing Shares therein unless the Warrantholder
accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as
agreed upon between the Company and the underwriters selected by the Company.



(d) Indemnification.



(i) The Company agrees to indemnify and hold harmless each Holder Indemnitee (as defined
below) from and against any losses, claims, damages, liabilities or expenses to which such Holder
Indemnitee may become subject (under the Act or otherwise) insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) arise out of, or are based
upon (A) any untrue statement of a material fact contained in the Registration Statement or
prospectus, (B) any failure by the Company to fulfill any undertaking included in the Registration
Statement, (C) any breach of any representation, warranty or covenant made by the Company in this
Agreement and (D) any violation or alleged violation of the Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Warrant Shares, and the Company will promptly reimburse such
Holder Indemnitee for any reasonable legal or other expenses incurred in investigating, defending
or preparing to defend, settling, compromising or paying any such action, proceeding or claim;
provided, however, that the Company shall not be liable in any such case to the extent that such
loss, claim, damage, liability or expense arises solely out of, or is based solely upon, an untrue
statement made in such Registration Statement in reliance upon and in conformity with written
information furnished to the Company by such Holder Indemnitee specifically for use in preparation
of the Registration Statement.



(ii) The Warrantholder or any holder under this Agreement agrees (severally and not jointly
with any other holder under this Agreement) to indemnify and hold harmless the Company (and each
person, if any, who controls the Company within the meaning of Section 15 of the Act, each officer
of the Company who signs the Registration Statement and each director of the Company) from and
against any losses, claims, damages, liabilities or expenses to which the Company (or any such
officer, director or controlling person) may become subject (under the Act or otherwise), insofar
as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect
thereof) arise solely out of, or are based solely upon, any untrue statement of a material fact
contained in the Registration Statement, but only if and to the extent that such untrue statement
was made in reliance upon and in conformity with written information furnished by the Warrantholder
or any holder under this Agreement specifically for use in preparation of the Registration
Statement (provided, however, that the Warrantholder or any holder under this Agreement shall not
be liable in any such case for any untrue statement in any Registration Statement or prospectus if
such statement has been corrected in writing by the Warrantholder or any holder under this
Agreement and delivered to the Company at least three business days prior to the pertinent sale or
sales by the Warrantholder or any holder under this Agreement). Notwithstanding the foregoing, the
aggregate liability of each of the Warrantholder and any holder under this Agreement pursuant to
this subsection (ii) shall be limited to the net amount received by the Warrantholder or any holder
under this Agreement from the sale of the Warrant Shares.



(iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an indemnifying person pursuant
to this Section 12(d), such indemnified person shall notify the indemnifying person in writing of
such claim or of the commencement of such action, but the omission to so notify the indemnifying
party will not relieve it from any liability which it may have to any indemnified party under this
Section 12(d) (except to the extent that such omission materially and adversely affects the
indemnifying party’s ability to defend such action) or from any liability otherwise than under this
Section 12(d). Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled to participate
therein, and, to the extent that it shall elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person.
After notice from the indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such indemnified person for any
legal expenses subsequently incurred by such indemnified person in connection with the defense
thereof, provided however, that if there exists or shall exist a conflict of interest that would
make it inappropriate, in the opinion of counsel to the indemnifying person, for the same counsel
to represent both the indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such
indemnifying person; provided, however, that no indemnifying person shall be responsible for the
fees and expenses of more than one separate counsel (together with appropriate local counsel) for
all indemnified parties. In no event shall any indemnifying person be liable in respect of any
amounts paid in settlement of any action unless the indemnifying person shall have approved the
terms of such settlement; provided, that such consent shall not be unreasonably withheld. No
indemnifying person shall, without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any indemnified person is or
could have been a party and indemnification could have been sought hereunder by such indemnified
person, unless such settlement includes an unconditional release of such indemnified person from
all liability on claims that are the subject matter of such proceeding.



(iv) If the indemnification provided for in this Section 12(d) is unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) referred to herein, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the Company on the one hand
and the Warrantholder or any holder under this Agreement on the other in connection with the
statements or omissions or other matters which resulted in such losses, claims, damages,
liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to information supplied by the
Company on the one hand or the Warrantholder or any holder under this Agreement on the other and
the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement. The Company and the Warrantholder and any holder under this
Agreement agree that it would not be just and equitable if contribution pursuant to this subsection
(iv) were determined by pro rata allocation (even if the Warrantholder or any holder under this
Agreement were treated as one entity for such purpose) or by any other method of allocation which
does not take into account the equitable considerations referred to above in this subsection (iv).
The amount paid or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection (iv) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (iv), the Warrantholder or any holder under this Agreement shall not
be required to contribute any amount in excess of the net amount received by the Warrantholder or
any holder under this Agreement from the sale of the Warrant Shares. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
obligations in this subsection of the Warrantholder or any holder under this Agreement to
contribute are several in proportion to the sales of Warrant Shares to which such loss relates and
not joint with any other holder under this Agreement.



(v) For purposes of this Section 12(d), the term “Holder Indemnitee” shall include the
Warrantholder or any holder under this Agreement, its officers, directors, employees, partners,
agents and any person controlling the Warrantholder or any holder under this Agreement; the term
“Registration Statement” shall include any final prospectus, exhibit, supplement or amendment
included in or relating to the Registration Statement; and the term “untrue statement” shall
include (A) any untrue statement or alleged untrue statement, or any omission or alleged omission
to state in the Registration Statement a material fact required to be stated therein or necessary
to make the statements therein not misleading and (B) any untrue statement or alleged untrue
statement, or any omission or alleged omission to state in the prospectus a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.



(vi) Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish
to the Warrantholder a certificate signed by the President or Chief Executive Officer of the
Company stating that the Board has made the good faith determination either (A) any event or
circumstance has occurred or will occur, which upon the advice of counsel, necessitates the making
of any changes in any Registration Statement or related prospectus, or any document incorporated or
deemed to be incorporated therein by reference, so that in the case of the Registration Statement,
it will not contain any untrue statement of a material fact or any omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, and
that in the case of the prospectus, it will not contain any untrue statement of a material fact or
any omission to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
or (B) (i) that continued use by the Warrantholder of the Registration Statement for purposes of
effecting offers or sales of Warrant Shares pursuant thereto would require, under the Act,
premature disclosure in the Registration Statement (or the prospectus relating thereto) of
material, nonpublic information concerning the Company, its business or prospects or any proposed
material transaction involving the Company, (ii) that such premature disclosure would be materially
adverse to the Company, its business or prospects or any such proposed material transaction or
would make the successful consummation by the Company of any such material transaction
significantly less likely and (iii) that it is therefore essential to suspend the use by the
Warrantholder of such Registration Statement (and the prospectus relating thereto) for purposes of
effecting offers or sales of Warrant Shares pursuant thereto, then the right of the Investors to
use the Registration Statement (and the prospectus relating thereto) for purposes of effecting
offers or sales of Warrant Shares pursuant thereto shall be suspended for a period (the “Suspension
Period”) of not more than 30 days after delivery by the Company of the certificate referred to
above in this Section 12; provided that the Company shall be entitled to no more than two such
Suspension Periods during the twelve (12) month period commencing on the date hereof and during
each subsequent twelve (12) month periods. Notwithstanding the foregoing, to the extent that the
Company is not eligible to use Form S-3 and has filed a registration statement which has been
declared effective by the SEC, the Company shall be entitled to any number of Earnings Suspensions
(as hereinafter defined) during any twelve (12) month period provided that taken together, such
Earnings Suspensions do not result in a Suspension Period of longer than an aggregate of 45 days in
any twelve (12) month period. “Earnings Suspension” shall mean, at any time when the Company is
not eligible to use Form S-3 or similar form of registration statement, a Suspension Period
relating to an announcement of earnings by the Company at any time from the end of a fiscal period
and prior to its announcement of periodic financial results of the Company for such period and
through the date on which a post-effective amendment to such registration statement has been
declared effective by the SEC in connection with the financial results for such period. During the
Suspension Period, the Warrantholder shall not offer or sell, or attempt to offer or sell, any
Warrant Shares pursuant to or in reliance upon the Registration Statement (or the prospectus
relating thereto). The Company shall use commercially reasonable efforts to terminate any
Suspension Period as promptly as practicable.



SECTION 13. MISCELLANEOUS.



(a) Effective Date. The provisions of this Agreement shall be construed and shall be
given effect in all respects as of the date hereof. This Agreement shall be binding upon any
successors or assigns of the Company.



(b) Remedies. In the event of any default hereunder, the non-defaulting party may
proceed to protect and enforce its rights either by suit in equity and/or by action at law. The
parties hereto agree that the terms of this Agreement shall be specifically enforceable by either
party hereto notwithstanding the availability of an adequate remedy at law. If either party
institutes any action or proceeding to specifically enforce the provisions hereof, any person
against whom such action or proceeding is brought hereby waives the claim or defense that the
complaining party has an adequate remedy at law, and such person shall not offer in any such action
or proceeding the claim or defense that such remedy at law exists.



(c) No Impairment of Rights. The Company will not, by amendment of its Charter or
through any other means, avoid or seek to avoid the observance or performance of any of the terms
of this Agreement, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate in order to protect the
rights of the Warrantholder against impairment.



(d) Additional Documents. The Company, upon execution of this Agreement, shall
provide the Warrantholder with certified resolutions with respect to the representations,
warranties and covenants set forth in Sections 9(a) through 9(d), 9(f) and 9(g). The Company shall
also supply such other documents as the Warrantholder may from time to time reasonably request.



(e) Attorney’s Fees. In any litigation, arbitration or court proceeding between the
Company and the Warrantholder relating hereto, the prevailing party shall be entitled to reasonable
attorneys’ fees and reasonable expenses and all costs of proceedings incurred in enforcing this
Agreement. For the purposes of this Section 13(e), attorneys’ fees shall include without
limitation fees incurred in connection with the following: (i) contempt proceedings; (ii)
discovery; (iii) any motion, proceeding or other activity of any kind in connection with an
insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v)
post-judgment motions and proceedings of any kind, including without limitation any activity taken
to collect or enforce any judgment.



(f) Severability. In the event any one or more of the provisions of this Agreement
shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to
the intention of the parties underlying the invalid, illegal or unenforceable provision.



(g) Notices. Except as otherwise provided herein, any notice, demand, request,
consent, approval, declaration, service of process or other communication that is required,
contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall
be in writing, and shall be deemed to have been validly served, given, delivered, and received upon
the earlier of: (i) the first business day after transmission by facsimile or hand delivery or
deposit with an overnight express service or overnight mail delivery service; or (ii) the third
calendar day after deposit in the United States mails, with proper first class postage prepaid, and
shall be addressed to the party to be notified as follows:



If to Warrantholder:




Broadwood Partners, L.P.




c/o Broadwood Capital, Inc.




724 Fifth Avenue




9th Floor




New York, NY 10019




Telephone: (212) 508-5735




Facsimile: (212) 508-5756




With a copy to:




Seward & Kissel LLP




Attention: John Tavss, Esq.




One Battery Park Plaza




New York, NY 10004




Telephone: (212) 574-1300




Facsimile: (212) 480-8421




If to the Company:




STAAR Surgical Company




1911 Walker Ave.




Monrovia, CA 91016




Attention: Chief Financial Officer




Telephone: (626) 303-7902




Facsimile: (626) 358-3049




With a copy to:




Shartsis Friese LLP




Attention: P. Rupert Russell, Esq.




One Maritime Plaza, 18th Floor




San Francisco, CA 94111-3598




Telephone: (415) 421-6500




Facsimile: (415) 421-2922



or to such other address as each party may designate for itself by like notice.



(h) Entire Agreement; Amendments. This Agreement and the Note constitute the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof, and
supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or
other documents or agreements, whether written or oral, with respect to the subject matter hereof.
None of the terms of this Agreement may be amended except by an instrument executed by each of the
parties hereto.



(i) Headings. The various headings in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.



(j) Advice of Counsel. Each of the parties represents to each other party hereto that
it has discussed (or had an opportunity to discuss) with its counsel this Agreement and,
specifically, the provisions of Sections 13(n), 13(o) and 13(p).



(k) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.



(l) No Waiver. No omission or delay by Warrantholder at any time to enforce any right
or remedy reserved to it, or to require performance of any of the terms, covenants or provisions
hereof by the Company at any time designated, shall be a waiver of any such right or remedy to
which Warrantholder is entitled, nor shall it in any way affect the right of Warrantholder to
enforce such provisions thereafter.



(m) Survival. All agreements, representations and warranties contained in this
Agreement or in any document delivered pursuant hereto shall be for the benefit of the parties and
shall survive the execution and delivery of this Agreement and the expiration or other termination
of this Agreement.



(n) Governing Law. This Agreement has been negotiated and delivered to Warrantholder
in the State of New York, and shall have been accepted by Warrantholder in the State of New York.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
State of New York, excluding conflict of laws principles that would cause the application of laws
of any other jurisdiction.



(o) Consent to Jurisdiction and Venue. The Company hereby expressly and irrevocably
submits to the exclusive jurisdiction of the courts of the state of New York and of the United
States District Court of the Southern District of New York for the purpose of any litigation
arising hereunder. The Company further irrevocably consents to the service of process by
registered mail, postage prepaid, or by personal service within or without the state of New York.
The Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such litigation has been brought
in an inconvenient forum.



(p) Mutual Waiver of Jury Trial. THE WARRANTHOLDER AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
WARRANTHOLDER OR THE COMPANY. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE WARRANTHOLDER TO MAKE THE LOAN EVIDENCED BY THE NOTE.



(q) Counterparts. This Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts, and by different parties hereto in separate
counterparts, each of which when so delivered shall be deemed an original, but all of which
counterparts shall constitute but one and the same instrument.



(r) Specific Performance. The parties hereto hereby declare that it is impossible to
measure in money the damages which will accrue to the other by reason of any failure to perform any
of the obligations under this Agreement and agree that the terms of this Agreement shall be
specifically enforceable by any injured party to this Agreement. If an injured party to this
Agreement institutes any action or proceeding to specifically enforce the provisions hereof, any
person against whom such action or proceeding is brought hereby waives the claim or defense therein
that the other has an adequate remedy at law, and such person shall not offer in any such action or
proceeding the claim or defense that such remedy at law exists.



The next page is the signature page.



1



IN WITNESS WHEREOF, each of the parties hereto has caused this Warrant Agreement to be
executed by its officers thereunto duly authorized as of the date first set forth above.



COMPANY: STAAR SURGICAL COMPANY




By: /s/Deborah Andrews

Name: Deborah Andrews

Title: Vice President, Chief Financial

Officer




	 	 	 
	WARRANTHOLDER:

	 	BROADWOOD PARTNERS, L.P., by

Broadwood Capital, Inc., its General Partner







By: /s/Neal C. Bradsher

Name: Neal C. Bradsher

Title: President




2




EXHIBIT I 




NOTICE OF EXERCISE 




To: STAAR Surgical Company (the “Company”):



(1) The undersigned Warrantholder hereby elects to purchase      shares of the Common
Stock of the Company pursuant to the terms of the Warrant Agreement dated December 14, 2007 (the
“Agreement”) between the Company and the Warrantholder, and tenders herewith payment of the
Purchase Price in full, together with all applicable transfer taxes, if any.



(2) Please deliver the Warrant Shares as follows:



Warrant Shares are to be issued electronically using the Depositary Trust Company
Fast Automated Securities Transfer program to account number      . The Broker’s
Name is      , and it will initiate such transaction on [date];



or



Warrant Shares are to be delivered to the following address:



(Name)



WARRANTHOLDER:



By:



Name:



Date:



Capitalized terms used but not defined herein have the same meanings ascribed to them in the
Warrant Agreement.



APPROVED:



STAAR Surgical Company



Name:



Title:



3




EXHIBIT II 




ACKNOWLEDGMENT OF EXERCISE 




The undersigned, STAAR Surgical Company, hereby acknowledges receipt of the “Notice of
Exercise” from      to purchase      shares of the Common Stock of STAAR Surgical
Company, pursuant to the terms of the Agreement, and further acknowledges that upon such exercise,
the Agreement remains in full force and effect as to      shares of Common Stock.



Capitalized terms used but not defined herein have the same meanings ascribed to them in the
Warrant Agreement.



COMPANY: STAAR Surgical Company



By:

Name:

Title:




Date:



4



EXHIBIT III 




CASHLESS EXERCISE FORM




The undersigned hereby elects, pursuant to the exercise provisions of Section 4(b) of the
Warrant, to exchange the Warrant for such number of Warrant Shares as set forth on the calculation
attached hereto.



Please issue a certificate or certificates for such Warrant Shares in the name of:



	 	 	 	 	 
	Name:
	 	 	—	 
	   (Please Print Name, Address and SSN or EIN of Shareholder above)

	Address:
	 	 	—	 






     



     



	 	 	 	 	 
	SSN or EIN:
	 	 	—	 
	Signature:
	 	 	—	 






5




EXHIBIT IV 




TRANSFER NOTICE 




(To transfer or assign the foregoing Agreement execute this form and supply required
information. Do not use this form to purchase shares.)



FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby
transferred and assigned to



(Please Print)



whose address is



Dated:



Holder’s Signature:



Holder’s Address:



NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the
face of the Agreement, without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Agreement.




6