Side Letter Agreement Modifying Purchase Agreement Between Precision Optics Corporation, Inc. and Investors
Precision Optics Corporation, Inc. and certain investors have entered into a side letter agreement dated November 26, 2008, to modify their existing Purchase Agreement from June 25, 2008. The modification changes the definition of "Amendment" in the original agreement to specify a one-for-twenty-five reverse stock split while keeping the authorized shares at 50,000,000. All other terms of the Purchase Agreement remain unchanged. The agreement is signed by company representatives and the investors, including Special Situations Fund III QP, L.P. and Special Situations Private Equity Fund, L.P.
EXHIBIT 10.1
November 25, 2008
[Investor name]
[Investor address]
Subject: Side Letter Agreement to the Purchase Agreement between Precision Optics Corporation, Inc. and the investors signatory thereto, dated June 25, 2008.
Dear investor:
This Side Letter Agreement entered into on November 26, 2008, by and between Precision Optics Corporation, Inc. and the investors signatory to the Purchase Agreement, dated June 25, 2008 (the “Purchase Agreement”), will serve to modify Section 1of the Purchase Agreement. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Purchase Agreement.
The definition of “Amendment” included in Section 1 of the Purchase Agreement is hereby modified as follows:
“Amendment” means an amendment to the Company’s Articles of Organization implementing a one-for-twenty-five reverse split of the Company’s Common Stock and maintaining the number of authorized shares of Common Stock at 50,000,000.
No other terms, rights or provisions of the Purchase Agreement 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 November 25, 2008:
Very truly yours,
Precision Optics Corporation, Inc.
Name: Richard E. Forkey
| /s/ Richard E. Forkey |
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| Name: Richard E. Forkey | |
| Title: President and Chief Executive | |
| Officer | |
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| |
| November 25, 2008 |
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| Date | |
Agreed to and Accepted by:
Special Situations Fund III QP, L.P.
| /s/ Austin W. Marxe |
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Name: Austin W. Marxe
Title: General Partner
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|
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Date
Special Situations Private Equity Fund, L.P.
| /s/ Austin W. Marxe |
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Name: Austin W. Marxe
Title: General Partner
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Date
| /s/ Arnold Schumsky |
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Name: Arnold Schumsky
| November 25, 2008 |
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Date
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