Dated april 10, 2007
securities repurchase agreement
CODA OCTOPUS GROUP INC
VISION OPPORTUNITY MASTER FUND
THIS AGREEMENT is dated April 10, 2007
The definitions in the background provision of this agreement shall apply to this Agreement.
Coda Octopus Group, Inc., of 164 West 25 th Street, New York, incorporated under the laws of the
State of Delaware (“ Company” or “Coda” ).
Vision Opportunity Master Fund, a Cayman Islands corporation (“ Vision Master Fund ” or the “
Vision Opportunity Master Fund is the registered holder of 20,000 Series B Preferred Stock of in the
The Parties pursuant to an understanding signed on March 21, 2007 have agreed that the interests of the
Company and its stockholders are better served by the repurchase of the Preferred Stock from Vision
Master Fund in whole or in part by the Company out of the proceeds of the T. R. Winston raise (as is
defined in Amendment to Securities Purchase Agreements dated March 21, 2007).
The Company’s Certificate of Incorporation permits it to repurchase stock subject to authorization by the
board of directors of the Company (the “Board”). The Board approved the entering of the T. R. Winston
Transaction (and obligations undertaken pursuant to same). Exhibit 1 sets forth the Board Approval.
It is proposed that the Company shall repurchase the Preferred Stock from Vision Master Fund on the
terms of this Agreement.
1.1 Preferred Stock shall mean 18,181 shares of Series B Convertible Preferred Stock (the “ Series B
Preferred Stock ”) purchased by Vision Master Fund from the Company pursuant to Securities Purchase
Agreement June 2, 2006 and June 21, 2006.
Sale and purchase of shares
Vision Master Fund with full titl