PRECISION OPTICS Corp INC Sample Contracts

Precision Optics Corporation, Inc. – REGISTRATION RIGHTS AGREEMENT (October 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of October, 2018, by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Precision Optics Corporation, Inc. – SECURITIES PURCHASE AGREEMENT (October 18th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 16th day of October, 2018 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and collectively, the “Investors”).

Precision Optics Corporation, Inc. – NEWS RELEASE POC18-0063 (August 8th, 2018)

GARDNER, MA, July 18, 2018. Precision Optics Corporation, Inc. (OTCQB: PEYE) (the “Company”), a leading developer and manufacturer of advanced micro-optical components used in next generation medical instruments, announced preliminary unaudited financial results for its fourth fiscal quarter, which ended on June 30, 2018. Revenues for the quarter were in the range of $1.4 to $1.5 million and operating income, gross of non-recurring items, is expected to be in the range of $100,000 to $200,000.

Precision Optics Corporation, Inc. – COMPENSATION AGREEMENT (August 3rd, 2018)

This Compensation Arrangement (this “Agreement”) is made and entered into as of this 2nd day of August, 2018, by and between Precision Optics Corporation, Inc., a Massachusetts corporation (together with its successors and assigns, the “Company”), and Joseph N. Forkey (the “Executive”).

Precision Optics Corporation, Inc. – REGISTRATION RIGHTS AGREEMENT (August 25th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of August, 2017, by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Precision Optics Corporation, Inc. – SECURITIES PURCHASE AGREEMENT (August 25th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 22nd day of August, 2017 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and collectively, the “Investors”).

Precision Optics Corporation, Inc. – SECURITIES PURCHASE AGREEMENT (November 29th, 2016)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 22nd day of November, 2016 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and collectively, the “Investors”).

Precision Optics Corporation, Inc. – Contract (November 29th, 2016)

THIS WARRANT AND THE COMMON STOCK ISSUABLE PURUSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT AND SUCH REGISTRATION STATEMENT REMAINS EFFECTIVE, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) COMPANY COUNSEL HAS OPINED THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT.

Precision Optics Corporation, Inc. – REGISTRATION RIGHTS AGREEMENT (November 29th, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of November, 2016, by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Precision Optics Corporation, Inc. – CONSULTING AGREEMENT POC #16-0150 (June 23rd, 2016)

This Consulting Agreement (hereinafter referred to as the "Agreement'') is entered into on this 15th day of June, 2016, between Precision Optics Corporation, Inc., a Massachusetts Corporation (hereinafter referred to as “POCI” and Mr. Donald A. Major (hereinafter referred to as “Consultant”).

Precision Optics Corporation, Inc. – SECURITIES PURCHASE AGREEMENT (October 23rd, 2015)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of October, 2015 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and collectively, the “Investors”).

Precision Optics Corporation, Inc. – REGISTRATION RIGHTS AGREEMENT (October 23rd, 2015)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 19th day of Ocotber, 2015, by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Precision Optics Corporation, Inc. – PRECISION OPTICS CORPORATION, INC. 2011 EQUITY INCENTIVE PLAN Adopted by the Board on October 13, 2011 Amended by the Board on April 16, 2015 (April 20th, 2015)
PRECISION OPTICS Corp INC – AMENDED AND RESTATED BY-LAWS of PRECISION OPTICS CORPORATION, INC. (July 11th, 2014)

The name and purposes of the corporation shall be as set forth in the Articles of Organization. These By-laws, the powers of the corporation and of its directors and stockholders, or of any class of stockholders if there shall be more than one class of stock, and all matters concerning the conduct and regulation of the corporation’s business and affairs shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

PRECISION OPTICS Corp INC – REGISTRATION RIGHTS AGREEMENT (July 7th, 2014)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this __ day of July, 2014, by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

PRECISION OPTICS Corp INC – SECURITIES PURCHASE AGREEMENT (July 7th, 2014)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the ___ day of July, 2014 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and collectively, the “Investors”).

PRECISION OPTICS Corp INC – PRECISION OPTICS CORPORATION, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (February 13th, 2013)

FOR VALUE RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Precision Optics Corporation, Inc., a Massachusetts corporation (“Company”), at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $1.50 (the exercise price in effect being herein called the “Warrant Price”), ______ shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. This Warrant is being issued pursuant to the Settlement Agreement, dated as of February 12, 2013 (the “Settlement Agreement”), by and between the Company and the initial Warrantholder. Capitalized terms used herein have the respective meanings ascribed thereto in the Settlement Agreement unless otherwise

PRECISION OPTICS Corp INC – REGISTRATION RIGHTS AGREEMENT (February 13th, 2013)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of February, 2013 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Holders” named in that certain Settlement Agreement by and among the Company and the Holders (the “Settlement Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Settlement Agreement unless otherwise defined herein.

PRECISION OPTICS Corp INC – SETTLEMENT AGREEMENT (February 13th, 2013)

THIS SETTLEMENT AGREEMENT (this “Settlement Agreement”) is made and entered into as of February 12, 2013 by and between Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), on the one hand, and Joel Pitlor, an individual (the “Investor”), on the other hand. The Company and the Investor may be referred to hereinafter individually as a “Party” and collectively, as the “Parties.”

PRECISION OPTICS Corp INC – PRECISION OPTICS CORPORATION, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (February 13th, 2013)

FOR VALUE RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Precision Optics Corporation, Inc., a Massachusetts corporation (“Company”), at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $1.50 (the exercise price in effect being herein called the “Warrant Price”), ______ shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. This Warrant is being issued pursuant to the Settlement Agreement, dated as of February 12, 2013 (the “Settlement Agreement”), among the Company and the initial holders of the Company Warrants (as defined in Section 19). Capitalized terms used herein have the respective meanings ascribed thereto in the Se

PRECISION OPTICS Corp INC – SETTLEMENT AGREEMENT (February 13th, 2013)

THIS SETTLEMENT AGREEMENT (this “Settlement Agreement”) is made and entered into as of February 12, 2013 by and between Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), on the one hand, and Arnold Schumsky, an individual (the “Investor”), on the other hand. The Company and the Investor may be referred to hereinafter individually as a “Party” and collectively, as the “Parties.”

PRECISION OPTICS Corp INC – SETTLEMENT AGREEMENT (February 13th, 2013)

This Settlement Agreement (this “Agreement”), dated as of February 12, 2013, is made by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and Special Situations Fund III QP, L.P. and Special Situations Private Equity Fund, L.P. (the “Holders”).

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 31, 2012 (October 15th, 2012)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, September 30, 2011, October 31, 2011, December 15, 2011, January 31, 2012, and March 31, 2012 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – PRECISION OPTICS CORPORATION, INC. NOTICE OF REPAYMENT OF 10% SENIOR SECURED CONVERTIBLE NOTE IN FULL September 28, 2012 (October 15th, 2012)

WHEREAS, the 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, September 30, 2011, October 31, 2011, December 15, 2011, January 31, 2012, March 31, 2012, July 31, 2012, and August 31, 2012 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 is hereby presented to the Company by the Holder on the 28th day of September, 2012;

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York August 31, 2012 (October 15th, 2012)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, September 30, 2011, October 31, 2011, December 15, 2011, January 31, 2012, March 31, 2012, and July 31, 2012 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – REGISTRATION RIGHTS AGREEMENT (October 2nd, 2012)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of September, 2012 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

PRECISION OPTICS Corp INC – Contract (October 2nd, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

PRECISION OPTICS Corp INC – PURCHASE AGREEMENT (October 2nd, 2012)

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 28th day of September 2012 by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

PRECISION OPTICS Corp INC – Contract (October 2nd, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York March 31, 2012 (May 15th, 2012)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011,  February 25, 2011,  March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011,  July 27, 2011, August 31, 2011, September 30, 2011, October 31, 2011, December 15, 2011 and January 31, 2012  (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York January 31, 2012 (February 14th, 2012)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011,  February 25, 2011,  March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011,  July 27, 2011, August 31, 2011, September 30, 2011, October 31, 2011, and December 15, 2011 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York December 15, 2011 (December 21st, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011,  February 25, 2011,  March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011,  July 27, 2011, August 31, 2011, September 30, 2011, and October 31, 2011  (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011,  February 25, 2011,  March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011  (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Arnold Schumsky (the “Holder”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011,  January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011,  April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Special Situations Private Equity Fund, L.P. (the “Holder”) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

PRECISION OPTICS Corp INC – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011,  February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011,  June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the “Note”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), payable to the order of Special Situations Fund III, QP, L.P. (the “Holder”) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects: