0001144204-08-037148 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • June 27th, 2008 • Precision Optics Corporation Inc • Electromedical & electrotherapeutic apparatus • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of June, 2008 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”).

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PLEDGE AND SECURITY AGREEMENT
Assumption Agreement • June 27th, 2008 • Precision Optics Corporation Inc • Electromedical & electrotherapeutic apparatus • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 25, 2008, is by and among Precision Optics Corporation, Inc., a Massachusetts corporation (the “Borrower”), and such other parties as may become Grantors hereunder on or after the date hereof (together with the Borrower, the “Grantors” and, individually, a “Grantor”) and the Investors named as such in the Purchase Agreement, dated June 25, 2008 (the “Purchase Agreement”), among the Borrower and such Investors (collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2008 • Precision Optics Corporation Inc • Electromedical & electrotherapeutic apparatus • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 25th day of June, 2008 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.

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