ALLONGE TO PROMISSORY NOTE
ALLONGE
TO PROMISSORY NOTE
This
Allonge (“Allonge”) to Promissory Note (“Note”), dated October 27, 2009, by
Optex Systems Holdings, Inc. (“Debtor”) in favor of Longview Fund, L.P.
(Lender”).
WHEREAS,
Debtor previously executed and delivered the Note to Lender; and
WHEREAS,
the parties desire to amend the Note as set forth herein, and except as amended
as set forth herein, the terms of the Note remain in full force and effect, if
there is a conflict between the terms of the Note and this Allonge, the terms in
the Allonge control and all capitalized terms used and not defined in the
Allonge are used as defined in the Note.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree to modify the Note as set forth
below:
1. The
Maturity Date is July 15, 2010.
2. The
Note will bear interest at the rate of 10%.
3. All
interest under the Note shall be accrued and shall be payable at maturity,
except as otherwise set forth in paragraph 4 below.
4. If
Debtor receives at least $900,000 in net proceeds from a new credit
facility or other financing during the term of the Note, it shall immediately
make a prepayment, without premium or penalty, to Lender in the amount of: (i)
50% of the then outstanding principal amount of the Note and (ii) all accrued
and unpaid interest through the date of the closing of the new credit facility
or other financing.
5. In
consideration of entering into the Allonge by Lender, Borrower shall issue to
Lender a warrant to purchase 100,000 shares of its Common Stock, on a restricted
basis, with an exercise price of $0.15 per share and a term of three
years.
IN
WITNESS WHEREOF, the parties have executed this Allonge as of this 5th day of
January, 2010.
LONGVIEW
FUND, L.P.
By:
Viking Asset Management, LLC, its investment advisor
By:/s/ S.
Xxxxxxx Xxxxxxx
S.
Xxxxxxx Xxxxxxx
Managing
Member
OPTEX
SYSTEMS HOLDINGS, INC.
By:/s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
President
