Side Letter Agreement Modifying 10% Senior Secured Convertible Note between Precision Optics Corporation, Inc. and Holders
This agreement, dated December 11, 2008, is between Precision Optics Corporation, Inc. and the holders of its 10% Senior Secured Convertible Note issued on June 25, 2008. It corrects a drafting error in the original note, allowing holders to receive accrued interest in newly issued shares of common stock, as specified in the note. All other terms of the original note remain unchanged. The agreement is signed by the company and the note holders, including Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P., and Arnold Schumsky.
Exhibit 10.15
December 11, 2008
[Holder name]
[Holder address]
Subject: Side Letter Agreement to the 10% Senior Secured Convertible Note between Precision Optics Corporation, Inc. and the Holder signatory thereto, dated June 25, 2008.
Dear Holder:
This Side Letter Agreement entered into on December 11, 2008, by and between Precision Optics Corporation, Inc. and the Holder signatory to the 10% Senior Secured Convertible Note, dated June 25, 2008 (the “Note”), will serve to modify the first paragraph of the Note to remedy a drafting mistake in the Note. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Note.
The last sentence in the above-described paragraph is hereby modified as follows:
At the option of the Holder, accrued interest on this Note may be paid in newly issued, fully paid and nonassessable shares of Common Stock calculated in accordance with Section 4 herein.
No other terms, rights or provisions of the Note are or should be considered to have been modified by the terms of this Side Letter Agreement and each party retains all other rights, obligations, privileges and duties contained in the Agreement.
Agreed and Accepted on December 11, 2008:
| Very truly yours,
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| Precision Optics Corporation, Inc. |
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| Name: Richard E. Forkey |
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| /s/ Richard E. Forkey |
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| Name: Richard E. Forkey |
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| Title: President and Chief Executive |
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| December 11, 2008 |
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| Agreed to and Accepted by: |
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| Special Situations Fund III QP, L.P. |
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| /s/ Austin W. Marxe |
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| Name: Austin W. Marxe |
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| Title: General Partner |
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| December 17, 2008 |
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| Special Situations Private Equity Fund, L.P. |
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| /s/ Austin W. Marxe |
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| Name: Austin W. Marxe |
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| Title: General Partner |
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| December 17, 2008 |
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| /s/ Arnold Schumsky |
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| Name: Arnold Schumsky |
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| December 16, 2008 |
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