Replies to post #15611 on Optex Systems Holdings Inc. (OPXS)

[Anjango]

This MAKE-WHOLE AGREEMENT

(this “ Agreement ”) effective as of [__], 2014 (the “ Effective Time ”) is between Optex Systems Holdings, Inc., a Delaware corporation (the “ Company ”), Sileas Corp., a principal shareholder of the Company (“ Sileas ”), and the investor signatory hereto (the “ Purchaser ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement or the Note (as such terms are defined herein).

RECITALS

WHEREAS, the Company and certain investors (including the Purchaser) (collectively, the “ Buyers ”) entered into the Note Purchase Agreement dated as of the Effective Date (the “ Purchase Agreement ”) pursuant to which the Company sold and the Buyers signatory thereto purchased, 12.0% convertible promissory notes of the Company (the “ Notes ”), upon the terms and subject to the conditions set forth in the Purchase Agreement;

WHEREAS, the Company anticipates listing its shares of Common Stock on The NASDAQ Capital Market (“ NASDAQ ” and the uplisting of the Common Stock to NASDAQ, the “ Uplisting ”);

WHEREAS, Sileas holds approximately 102,184,347 shares of the Company’s Common Stock and 926 shares of the Company’s Series A Preferred Stock which are convertible into an aggregate of 635,267,484 shares of the Company’s Common Stock (the “ Conversion Shares ” and, collectively with the 102,184,347 shares of the Company’s Common Stock, the “ Make-Whole Shares ”) and has agreed to assign certain of such Make-Whole Shares to the Buyer, pursuant to the terms and conditions set forth herein, until such time as the Company consummates the Uplisting (such date, the “ Make Whole Termination Date ”);

WHEREAS, concurrently herewith, Buyers (other than the Purchaser) (the “ Other Buyers ”), are executing agreements, waivers and consents identical to this Agreement (the “ Other Agreements ” and, together with this Agreement, the “ Agreements ”).

NOW THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows, intending to be legally bound hereby:

1. Make-Whole . Until the Make Whole Termination Date, on each Make-Whole Date, any applicable Make-Whole Amount (the “ Additional Obligations ”) on such Conversion Amount being converted or redeemed, as applicable, shall be payable to Purchaser, in shares of Make-Whole Shares (“ Additional Shares ”); provided however, that Sileas may, at its option following written notice to the Purchaser, pay such Additional Obligations on any Make-Whole Date in cash (“ Cash Additional Payment ”) or in a combination of Cash Additional Payment and Additional Shares. Sileas shall deliver a written notice (each, an “ Additional Election Notice ”) to Purchaser on or prior to the second (2nd) Trading Day immediately following the applicable Make-Whole Trigger Date (an “ Additional Notice Due Date ” and the date such notice is delivered to the Purchaser, the “ Additional Notice Date ”) which notice either (A) confirms that the Additional Obligations to be paid on such Make-Whole Date shall be paid entirely in Additional Shares or (B) elects to pay the Additional Obligations as a Cash Additional Payment or a combination of a Cash Additional Payment and Additional Shares and specifies the amount of Additional Obligations that shall be paid as a Cash Additional Payment and the amount of Additional Obligations, if any, that shall be paid in Additional Shares. Additional Obligations to be paid on a Make-Whole Date in Additional Shares shall be paid in a number of fully paid and non-assessable shares (rounded to the nearest whole share) of the Company’s Common Stock held by Sileas equal to the quotient of (1) the amount of Additional Obligations payable on such Make-Whole Date less any related Cash Additional Payment paid on such Make-Whole Date and (2) the Company Conversion Price in effect on the Make-Whole Date. To the extent such Make Whole Shares to be issued are Conversion Shares, Sileas shall take all action necessary to effect the conversion of its shares of the Company’s Series A Preferred Stock, including obtaining all required opinions of counsel and representation letters, at its own expense, in connection therewith, as soon as possible, but in no event later than one (1) Trading Day after the applicable Make-Whole Date.