Exhibit 10.9
LAURUS MASTER FUND, LTD.
c/o Laurus Capital Management, LLC
335 Madison Avenue
New York, New York 10017
July 31, 2007
StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
Attention: Chief Financial Officer
Re: Registration Rights Agreement Amendment
Gentlemen:
Reference is made to (a) the Registration Rights Agreement (“Agreement”) dated June 19, 2007 between StockerYale, Inc. (the “Company”) and Laurus Master Fund, Ltd. (“Laurus”); Capitalized terms used herein that are not defined shall have the meaning given to them in the Agreement.
The Company has requested that Laurus amend the Agreement and Laurus is willing to do so on the terms and conditions set forth below.
In consideration of the agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree that:
1. the definition of “Effectiveness Date” appearing in Section 1 of the Agreement is amended and restated in its entirety to read as follows:
““Effectiveness Date” means the 60th day following the Filing Date.”
Except as specifically amended herein, the Agreement shall remain in full force and effect, and is hereby ratified and confirmed. The execution, delivery and effectiveness of this letter agreement shall not operate as a waiver of any right, power or remedy of Laurus, nor constitute a waiver of any provision of the Agreement.
This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective administrators, successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
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This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.
Very truly yours, | ||
LAURUS MASTER FUND, LTD. | ||
By: | /s/ David Grin | |
Its: | Director |
CONSENTED AND AGREED TO:
STOCKERYALE, INC. | ||
By: | /s/ Mark W. Blodgett | |
Mark W. Blodgett | ||
President |
STOCKERYALE CANADA, INC. | ||
By: | /s/ Mark W. Blodgett | |
Name: Mark W. Blodgett | ||
Title: President |
LASIRIS HOLDINGS, INC. | ||
By: | /s/ Mark W. Blodgett | |
Name: | Mark W. Blodgett | |
Title: | President |