SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 4th day of October, 2021 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of October, 2021, 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.
SECURITY AGREEMENT (All Assets)Security Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus
SECURITY AGREEMENT, dated as of October 4, 2021, between PRECISION OPTICS CORPORATION, INC., a Massachusetts corporation with its principal place of business at 22 East Broadway, Gardner, Massachusetts 01440 (the “Company”) and MAIN STREET BANK, a Massachusetts bank with its principal place of business at 81 Granger Boulevard, Marlborough, Massachusetts 01752 (the “Lender”).
TERM NOTE (Term Loan Maturity Date: (October 15, 2028)Term Note • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus
This Note is issued pursuant to that certain Loan Agreement between the Borrower and the Lender of even date, as amended and/or restated from time to time (the “Loan Agreement”); all of the terms and conditions of which are incorporated herein by reference. Capitalized terms used herein and not defined herein have the meanings ascribed in the Loan Agreement. A single advance will be made under this Note in accordance with Section 2.5 of the Loan Agreement. This is not a revolving note.
LOAN AGREEMENTLoan Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS AGREEMENT dated as of October 4, 2021 is by and between PRECISION OPTICS CORPORATION, INC., a Massachusetts corporation with its principal place of business at 22 East Broadway, Gardner, Massachusetts 01440 (the “Borrower”) and MAIN STREET BANK, a Massachusetts bank with its principal place of business at 81 Granger Boulevard, Marlborough, Massachusetts 01752 (the “Bank”).
October 4, 2021 Lighthouse Imaging, LLC Portland, ME 04101 Ladies and Gentlemen:Asset Purchase Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This letter agreement (the “Letter Agreement”) reflects certain understandings and arrangements between Precision Optics Corporation, Inc. (the “Company”), Lighthouse Imaging, LLC (the “Target”), and Anania & Associates Investment Company, LLC (the “Majority Member”) in connection with the Company’s acquisition of substantially all of the assets, properties and contractual rights of the Target (the “Business”) and the Company’s issuance of the Issued Shares at Closing. This Letter Agreement supplements the terms and conditions of that certain Asset Purchase Agreement dated October 4, 2021 by and between the Company, the Target, and the Majority Member (the “Purchase Agreement”). Other than as set forth in this Letter Agreement, the terms and conditions set forth in the Purchase Agreement shall control. All capitalized terms used but not defined in this Letter Agreement will have the meanings attributed to such terms in the Purchase Agreement.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.] ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 8th, 2021 • Precision Optics Corporation, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 4, 2021 by and among Precision Optics Corporation, Inc. a Massachusetts corporation (the “Purchaser”), and Lighthouse Imaging, LLC a Maine limited liability company (the “Seller”), and Anania & Associates Investment Company, LLC, the holder of a majority interest in Seller (the “Majority Member”). The Purchaser, the Seller and the Majority Member are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Glossary attached as Exhibit A.
