UNDERWRITING AGREEMENT between OPTEX SYSTEMS HOLDINGS, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters OPTEX SYSTEMS HOLDINGS, INC.Underwriting Agreement • August 12th, 2016 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
The undersigned, Optex Systems Holdings, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Optex Systems Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT optex systems holdings, inc.Optex Systems Holdings Inc • August 22nd, 2016 • Optical instruments & lenses • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August ___, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered hold
COMMON STOCK PURCHASE WARRANT optex systems holdings, inc.Common Stock Purchase Warrant • October 9th, 2015 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ___ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT optex systems holdings, inc.Optex Systems Holdings Inc • October 9th, 2015 • Optical instruments & lenses • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Optex Systems Holdings, Inc., and Equity Stock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ________, 2016 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 12th, 2016 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2016 (“Agreement”), between Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and Equity Stock Transfer, LLC, a ____ limited liability company (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2015 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
The undersigned, Optex Systems Holdings, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Optex Systems Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Chardan Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2014 • Optex Systems Holdings Inc • Optical instruments & lenses
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2014, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
OPTEX SYSTEMS HOLDINGS, INC. COMMON STOCK WARRANTOptex Systems Holdings Inc • May 19th, 2009 • Metal mining • Delaware
Optex Systems Holdings, Inc., a Delaware corporation whose shares of Common Stock (defined below) (the "Company"), hereby certifies that _________________________, its permissible transferees, designees, successors and assigns (collectively, the "Holder"), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the "Effective Date"), which shall be the date of the first Closing (as defined in that certain Confidential Private Placement Memorandum of the Company, dated as of December 9, 2008), and terminating on the 5th anniversary of such date (the "Termination Date") up to shares (each, a "Share" and collectively the "Shares") of the Company's common stock, no par value (the "Common Stock"), at an exercise price per Share equal to $0.45 (the "Exercise Price"). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
OPTEX SYSTEMS, INC. PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2010 • Optex Systems Holdings Inc • Optical instruments & lenses • California
This Loan And Security Agreement is entered into as of March 4, 2010, by and between Peninsula Bank Business Funding, a division of The Private Bank of the Peninsula (“Bank”) and OPTEX SYSTEMS, INC. a Delaware corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2024 • Optex Systems Holdings Inc • Optical instruments & lenses • Texas
This Employment Agreement (this “Agreement”), by and between Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and Karen Hawkins, an individual (“Executive”), is dated as of January 1, 2024 (the “Effective Date”).
CONFIDENTIAL OPTEX SYSTEMS HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 18th, 2023 • Optex Systems Holdings Inc • Optical instruments & lenses • Florida
THIS RESTRICTED STOCK AWARD, dated _______________________ (the “Date of Grant”), is granted by Optex Systems Holdings, Inc.., a Delaware corporation (the “Company”) to [NAME] (the “Grantee”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
CONFIDENTIAL OPTEX SYSTEMS HOLDINGS, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • December 18th, 2023 • Optex Systems Holdings Inc • Optical instruments & lenses • Florida
THIS AGREEMENT, by Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and [NAME], an employee of the Company or an Affiliate (the “Grantee”), sets forth the terms and conditions of the Stock Appreciation Rights award (“SAR”) granted to the Grantee pursuant to the Optex Systems Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
SUPPLY AGREEMENTSupply Agreement • July 13th, 2015 • Optex Systems Holdings Inc • Optical instruments & lenses • Texas
CONFIDENTIAL OPTEX SYSTEMS HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 18th, 2023 • Optex Systems Holdings Inc • Optical instruments & lenses • Florida
THIS INCENTIVE STOCK OPTION AGREEMENT, dated _______________________, is granted by Optex Systems Holdings, Inc., a Delaware corporation (the “Company”) to [NAME] (the “Grantee”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”).
DLA LAND – WARREN DCMA DALLAS ZGA 600 N PEARL STREET SUITE 163 0 ROBERT HARRISON (586) 282-3200 DALLAS TX 75201-2843 WARREN", MI 48397-5000 HTTP://CONTRACTING.TACOM ARMY. MIL WEAPON SYSTEM: WPN SYS: JE e-mail address: ROBERT.HARRISON9@US ARMY.MIL SCD...Optex Systems Holdings Inc • November 8th, 2011 • Optical instruments & lenses
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2011 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
The undersigned purchaser (the “Purchaser” or “subscriber”) has been advised that Optex Systems Holdings, Inc. (the “Company”), is offering to sell up to 25,000,000 shares to a limited number of U.S. persons at an offering price of $.01 per share on a best efforts-no minimum basis and agrees to by the number of shares at the price set forth in his signature block below. The Company agrees to sell to Purchaser the number of shares of its common stock at the price set forth in the Purchaser’s signature block below.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2021 • Optex Systems Holdings Inc • Optical instruments & lenses • Texas
This Amended and Restated Employment Agreement (this “Agreement”), dated as of December 1, 2021 (the “Effective Date”), by and between Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and Danny Schoening, an individual (“Executive”).
ContractOptex Systems Holdings Inc • June 14th, 2010 • Optical instruments & lenses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.
NOTE SATISFACTION AGREEMENTNote Satisfaction Agreement • June 15th, 2017 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
THIS NOTE SATISFACTION AGREEMENT (this "Agreement"), dated as of this 9th day of June, 2017, is made and entered into as of the later of the two signature dates below, by and between The Longview Fund, L.P. ( the "Lender") and Sileas Corp., a company incorporated under the laws of the State of Delaware (the "Borrower").
INDUSTRIAL LEASE AGREEMENTLease Agreement • November 23rd, 2016 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
THIS LEASE AGREEMENT is made this 30th day of September, 2016, between CABOT II – TX1W03-W04, LP, a Delaware limited partnership ("Landlord"), and the Tenant named below.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2011 • Optex Systems Holdings Inc • Optical instruments & lenses
This Third Amendment to Loan & Security Agreement is entered into as of February 15, 2011, (the “Amendment”) by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA (“Bank”) and OPTEX SYSTEMS, INC. (“Borrower”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 2nd, 2011 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
The undersigned purchaser (the “Purchaser” or “subscriber”) has been advised that Optex Systems Holdings, Inc. (the “Company”), is offering to sell up to 25,000,000 shares to a limited number of U.S. persons at an offering price of $.01 per share on a best efforts-no minimum basis and agrees to by the number of shares at the price set forth in his signature block below. The Company agrees to sell to Purchaser the number of shares of its common stock at the price set forth in the Purchaser’s signature block below.
ALLONGE TO PROMISSORY NOTEAllonge to Promissory Note • June 14th, 2010 • Optex Systems Holdings Inc • Optical instruments & lenses
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”).
MAKE-WHOLE AGREEMENTMake-Whole Agreement • November 18th, 2014 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
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).
SECOND WAIVERSecond Waiver • February 27th, 2012 • Optex Systems Holdings Inc • Optical instruments & lenses
WHEREAS, the undersigned holders constitute the beneficial owners (“Holders”) of 100% of the issued and outstanding Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Stock”) of Optex Systems Holdings, Inc. (“Company”); and
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 3rd, 2009 • Optex Systems Holdings Inc • Metal mining
This Agreement and Plan of Reorganization (the “Agreement”), dated as of the 27th day of March 2009, by and between Sustut Exploration, Inc., Inc., a Delaware corporation (“Sustut”), and Optex Systems, Inc., a Delaware corporation (“Optex”), and Sileas Corporation (“Sileas”), Alpha Capital Anstalt (“Alpha”), and Arland Holdings, Ltd. (“Arland”) (collectively, “Shareholders”) with reference to the following:
INVESTOR RELATIONS AGREEMENTInvestor Relations Agreement • July 23rd, 2010 • Optex Systems Holdings Inc • Optical instruments & lenses • Florida
This Agreement is made as of this 1st day of April 2009, by and between Optex Systems (the “Company” or “OPTX”), a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 1420 Presidential Drive, Richardson, TX. 75081 and American Capital Ventures, Inc. (the “Consultant”), a corporation duly organized and existing under the laws of the State of Florida, with offices at 2875 N.E. 191st Street, Suite 904, Aventura, Florida 33180.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 15th, 2017 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
THIS STOCK REPURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 9th day of June 2017, by and between Sileas Corp. ( the "Seller") and Danny Schoening and Karen Hawkins (each, a "Purchaser").
CONFIDENTIAL OPTEX SYSTEMS HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 18th, 2023 • Optex Systems Holdings Inc • Optical instruments & lenses • Florida
THIS RESTRICTED STOCK UNIT AWARD, dated _______________________ (the “Date of Grant”), is granted by Optex Systems Holdings, Inc.., a Delaware corporation (the “Company”) to [NAME] (the “Grantee”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2010 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between Optex Systems, Inc., a Delaware corporation (the "Company"), and the undersigned (the "Subscriber”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 3rd, 2011 • Optex Systems Holdings Inc • Optical instruments & lenses
This Second Amendment to Loan & Security Agreement is entered into as of November 29, 2010 (the “Amendment”) by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA (“Bank”) and OPTEX SYSTEMS, INC. (“Borrower”)
AGREEMENTAgreement • June 11th, 2015 • Optex Systems Holdings Inc • Optical instruments & lenses
This Agreement (“Agreement”) is dated as of this 29th day of May, 2015 by and between Sileas Corp. (“Sileas”) and Optex Systems Holdings, Inc. (the “Company”).
PURCHASE AGREEMENT DATED AS OF November 3, 2014 BETWEEN L-3 COMMUNICATIONS CORPORATION AND OPTEX SYSTEMS, INC.Purchase Agreement • November 7th, 2014 • Optex Systems Holdings Inc • Optical instruments & lenses • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 3, 2014 between L-3 Communications Corporation, a Delaware corporation (“Seller”), and Optex Systems, Inc., a Delaware corporation (“Buyer”).
THIS PURCHASE AGREEMENT BETWEEN:Purchase Agreement • May 24th, 2007 • Sustut Exploration Inc
OPTEX SYSTEMS HOLDINGS, INC. RESTRICTED STOCK UNIT (RSU) AGREEMENT as of June 15, 2016Restricted Stock Unit • June 17th, 2016 • Optex Systems Holdings Inc • Optical instruments & lenses • Delaware
The parties to this Restricted Stock Unit (RSU) Agreement (this “Agreement”) are Optex Systems Holdings, Inc., a Delaware corporation, having its principal place of business in Richardson, TX (the “Company”) and Danny Schoening, an Officer of the Company (the “Participant”).
