Form of Common Stock Purchase Warrant



 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 
 [            ] 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, [            ], 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
[            ] 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 [            ] 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, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of 








 
Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price,
as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on
such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such
exercise. 
 5. Certificates as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for
any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof). 
 6. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, the number of shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant. 
 7. Assignment; Exchange of Warrant. Subject to compliance
with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by the Holder with respect to any or all of the Shares. On the surrender for exchange of this Warrant, with the Holder’s endorsement in the form
of Exhibit B attached hereto (the “Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a
legal opinion from the Holder’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company (at its expense but with payment by the Holder of any applicable transfer taxes) will issue and
deliver to or on the order of the Holder thereof a new Warrant of like tenor, in the name of the Holder and/or the transferee(s) specified in such Endorsement Form, calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by the Holder. 
 8. Replacement of Warrant. On receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 
 9. Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing Common Stock (or
Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by such agent. 
 10. Transfer on the Company’s Books.
Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 
 11. Notices, etc. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may 








 
have been furnished to the Company in writing by such holder or, until any such Holder furnishes to the Company an address, then to, and at the address of,
the last Holder of this Warrant who has so furnished an address to the Company. 
 12. Voluntary Adjustment by the Company. The
Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company; provided, however, that no adjustments to the
Exercise Price will occur if they will cause a violation of applicable Nasdaq rules. 
 13. Miscellaneous. This Warrant and any term
hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws. Any action brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Massachusetts
or in the federal courts located in the Commonwealth of Massachusetts; provided, however, that the Holder may choose to waive this provision and bring an action outside the Commonwealth of Massachusetts. The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of this Warrant. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. The headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party. 
 * * * * * 








 IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of the date first written above.

  

			
	STOCKERYALE, INC.
		
	By:	 	  

		 	Mark W. Blodgett
		 	President and CEO


  

	
	 Witness:

	
	  









 Exhibit A 
 FORM OF SUBSCRIPTION 
 (To be signed only on exercise of Warrant) 
 To: StockerYale, Inc. 
 The undersigned, pursuant to the
provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable box): 
                      shares of the Common Stock covered by such Warrant; or 
                  the maximum number of shares of Common Stock
covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. 
 The undersigned herewith makes payment of
the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $            . 
 The undersigned requests that the certificates for such shares be issued in the name of and delivered to
                     whose address is 
  

	
	  

	
	  

	
	  


 The undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of this Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from registration under the
Securities Act. 
 Dated:  
  

	
	  

	(Signature must conform to name of holder as specified on the face of the Warrant)

  

	
	
	  


 (Address) 







 Exhibit B 
 FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) 
 For value received, the undersigned hereby
sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the number of shares of Common Stock of StockerYale, Inc. to which the within Warrant
relates specified under the heading “Number Transferred” opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of StockerYale, Inc. with full power of substitution in
the premises. 
  

							
	Transferees:	 		  		  	Number Transferred:                     
			
	  
	  		  	
			
	  
	  		  	
				
	Dated:	 	  
	  		  	
				
	Signed:	 	  
	  		  	
	
	 (Signature must conform to name of holder
 as
specified on the face of the Warrant)

				
	Print Name:	 	  
	  		  	
				
	(Address)	 	  
	  		  	
			
	ACCEPTED AND AGREED:	  		  	
				
	Signed:	 	  
	  		  	
				
	(Address)	 	  
	  		  	
				
	Print Name:	 	  
	  		  	

  

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