0001193125-06-014271 Sample Contracts

AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses

THE STANDARD LIFE ASSURANCE COMPANY OF CANADA (the “Purchaser”) hereby offers to purchase the Property and the Movables from STOCKERYALE CANADA INC. (the “Vendor”) at the Purchase Price and upon and subject to the terms and conditions hereinafter set forth.

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FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
Real Estate Purchase Agreement • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses • New Hampshire

This First Amendment to Real Estate Purchase Agreement is made as of December 22, 2005 (this “Amendment”), by and between StockerYale, Inc., a Massachusetts corporation (“Seller”), and 55 Heritage L.L.C. or its designee, a New Hampshire limited liability company (“Purchaser”).

REAL ESTATE PURCHASE AGREEMENT
Real Estate Purchase Agreement • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses • New Hampshire

This Real Estate Purchase Agreement is made as of November 29, 2005 (this “Agreement”), by and between StockerYale, Inc., a Massachusetts corporation (“Seller”), and 55 Heritage L.L.C. or its designee, a New Hampshire limited liability company (“Purchaser”).

LEASE
Lease Agreement • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses • New Hampshire
LEASE entered into at the City of Montreal, as of the Twentyth (20th) day of December two thousand five (2005).
Lease Agreement • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses • Quebec
Issue Date: December 15, 2005 150,000 Shares of Common Stock (subject to adjustment as provided herein)
Common Stock Purchase Warrant • January 27th, 2006 • Stockeryale Inc • Optical instruments & lenses

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.

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