August 15, 2011


 


 


 


Julian T. Ross


Chairman & CEO


OxySure Systems, Inc.


10880 John W. Elliott Road


Suite 600


Frisco, TX 75034


 


 


	Re:	Letter Agreement (this "Agreement") between SINACOLA COMMERCIAL PROPERTIES, LTD., a Texas limited partnership ("Landlord"), and OXYSURE SYSTEMS, INC., a Delaware corporation ("Tenant")


 


Dear Julian:


 


Landlord and Tenant have
agreed to exchange certain consideration for certain amount of Rent related to the calendar year 2011 under that certain Office
Lease Agreement dated March 6, 2007 for the lease of property located in Frisco County, Texas (as amended, the "Lease").
Landlord and Tenant agree that Tenant shall pay such Rent and expenses for a mutually agreed period of time or until such time
as Tenant is successful in raising additional equity, if such event occurs earlier, subject to the terms and conditions contained
herein. For the purpose of this Agreement, the capitalized terms used herein but not defined shall be given the meaning assigned
to them in the Lease.


 


Now, for valuable consideration
to Landlord by Tenant, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to the following
terms and conditions:


 


 


	Rent Satisfaction	
        The parties agree that all Tenant’s
        outstanding lease payment obligations under the Lease up to and including December 31, 2011, including, but not limited to, Base
        Rent, will be deemed satisfied in full, subject to the terms and conditions set forth in this Agreement. Except for Tenant’s
        Share of Operating Costs, Tenant shall have no further lease payment obligations to Landlord under the Lease until after December
        31, 2011 unless Tenant is in Default, hereinafter defined.

         

	Promissory Notes	
        Tenant shall issue Landlord two (2) Promissory
        Notes (the “Promissory Notes”). The first note (the “First Landlord Note”), in the form attached hereto
        as Exhibit A, shall be a subordinated convertible note in the principal amount of $50,050. The First Landlord Note shall
        carry no interest, shall mature on or before November 30, 2013, and shall be convertible, at any time at the Landlord’s option,
        into the common stock of the Tenant at a strike price of $1.00 per common share. The second note (the “Second Landlord Note”),
        in the form attached hereto as Exhibit B, shall be a subordinated convertible note in the principal amount of $50,050. The
        Second Landlord Note shall carry no interest, shall mature on or before November 30, 2013, and shall be convertible, at any time
        at the Landlord's option, into the common stock of the Tenant at a strike price of $1.50 per common share. However, if Tenant’s
        common stock has traded at $1.50 or above for 4 consecutive weeks on a nationally recognized market (based on daily closing prices),
        then the Second Landlord Note shall be convertible at Tenant’s option.

         




 





SINACOLA COMMERCIAL PROPERTIES,
LTD


10950 RESEARCH ROAD


FRISCO, TX 75034


(214) 387-3900




 






    	 



    	 



    



 





August 15, 2011


Page 2 of 5







 


 


	New Warrants	
        Tenant shall issue Landlord 65,065 penny
        warrants (the “New Warrants”). The New Warrants are convertible into 65,065 fully paid and non-assessable shares of
        the common stock of Tenant at a purchase price of $0.01 per share, and are exercisable in whole or in part at any time at the Landlord's
        option on or before August 15, 2016. Such New Warrants shall not be included or subject to the Lockup Agreement (as defined
        below) and may be transferred by Landlord at any time without the consent of Tenant. The New Warrants shall be further evidenced
        by a Stock Purchase Warrant in the form of Exhibit C attached hereto.

         

	Lockup Agreement	
        Tenant acknowledges and agrees that the
        Lockup Agreement between Landlord and Tenant dated April 15, 2009 (the “Lockup Agreement”) shall only
        apply to warrants issued to Landlord by Tenant prior to April 15, 2009, and shall not and will not apply to the New Warrants issued
        pursuant to this Agreement. If necessary, Tenant will amend or modify the Lockup Agreement to ensure the New Warrants will not
        be included or governed by the Lockup Agreement.

         

	 	 
	Most Favored Nations Treatment:	
        For the purposes of this Agreement, the
        Promissory Notes and the New Warrants issued pursuant to this Agreement shall collectively be referred to as the “Tenant
        Value Instruments”. The Parties agree that, for a period of 12 months (the 12-month period being the “MFN Period”),
        commencing on the date hereof, Landlord shall enjoy Most Favorite Nations Treatment (“MFN Treatment”)
        in respect of the value effect of the consideration represented by the Tenant Value Instruments. Therefore, if Tenant issues similar
        instruments or combinations of instruments to a third party during the MFN Period, and the (i) ratio of penny warrants issued relative
        to each dollar loaned or provided to Tenant as equity, is greater than .65 (.65 shares for each dollar) or (ii) the interest payable
        on any note is greater than 0%, or (iii) the maturity date on any note is less than 24 months, or (iv) the conversion price in
        any convertible note is less than the price in the

         

         

        Promissory Notes, or (v) if the combined
        value of the Tenant Value Instruments is deemed by both Landlord and Tenant to be less favorable than the combined value effect
        of the consideration represented by such third party issuance, then Tenant shall adjust the provisions for any one or more of the
        Tenant Value Instruments such that the value effect of above of the consideration represented by the Tenant Value Instruments is
        pari passu with or better than that of the third party issuance for each item (i) – (v) above.

         

         

         




 






    	 



    	 



    
 





August 15, 2011


Page3  of 5


 


 


 


	Ratification	
        Landlord and Tenant hereby
        ratify and confirm their obligations under the Lease. Additionally, both the Landlord and the Tenant confirm and ratify that, as
        of the date hereof, the Lease is and remains in good standing and in full force and effect. Further, Landlord ratifies and confirms
        that (a) to Landlord's actual knowledge, there is no existing default by Tenant under the Lease, and (b) Landlord knows of no event
        which, with notice or the passage of time or both, would constitute a default under the Lease. Further, Tenant ratifies and confirms
        that (a) to the Tenant's actual knowledge, there is no existing default by Landlord under the Lease, and (b) Tenant knows of no
        event which, with notice or the passage of time or both, would constitute a default under the Lease.

         

         

         

	Default	
        If Tenant shall default on any of the obligations
        contained in this Agreement (including, without limitation, the valid issuance of the Promissory Notes and the New Warrants and
        such default remains uncured after fourteen (14) days of written notice to Tenant (a “Default”), then
        this Agreement may be terminated immediately by Landlord and such termination shall render this Agreement null and void and all
        past-due Rent and expenses otherwise satisfied pursuant to this Agreement shall be immediately due and payable and subject to all
        terms under the Lease.

         

         

         

	Assignment	This Agreement, and the rights and obligations hereunder, may be assigned by Landlord at any time to any affiliated entity without the consent of Tenant.


 


 



    	 



    	 



    



 





August 15, 2011


Page 4 of 5





 


 


 


	Binding Effect; Governing Law	
        As of the date of this Agreement, the Lease
        shall remain in full effect and this Agreement shall be binding upon Landlord and Tenant and their respective successors and assigns.
        This Agreement shall be interpreted under the laws of the State of Texas, excluding its choice
        of law provisions, and any disputes arising under this Agreement shall be heard only in the courts located in Dallas County, Texas.

         

	
         

         

         

        Entire Agreement
	
         

         

        This Agreement constitutes the entire agreement
        of Landlord and Tenant with respect to the subject matter hereof and supersedes all previous agreements and understandings, written
        or oral, between them with respect to the subject matter hereof.

         

         

         

	Attorneys Fees	
        Landlord shall
        be entitled to recover all of its reasonable attorneys' fees, costs and expenses incurred as a result of any uncured breach of
        this Agreement by Tenant or incurred by Landlord in enforcing this Agreement.

         

         



 


 


 


[SIGNATURES TO FOLLOW ON NEXT PAGE]


 



    	 



    	 



    



 


 


If you are in
agreement with the foregoing, please sign and return one copy of this Agreement, which thereupon will constitute our binding agreement
with respect to its subject matter.


 


	 	Sincerely,	 
	 	 	 
	 	SINACOLA COMMERCIAL PROPERTIES, LTD., 
a Texas limited partnership
	 	 	 
	 	By:	FRISCO INDUSTRIAL, INC.,
	 	 	a Texas corporation, its general partner
	 	 	 
	 	 	 



 


	 	By:	/s/ Michael A. Sinacola
	 	Name:	Michael A. Sinacola
	 	Title:	President


 


 


ACKNOWLEDGED AND AGREED, 


EFFECTIVE AS OF August 15, 2011


 


OXYSURE SYSTEMS, INC.,


a Delaware corporation


 


 


	By:	/s/ Julian T. Ross	 
	Name: 	Julian T. Ross	 
	Title:  	Chairman & CEO	 


 






    	 



    	 



    
 


EXHIBIT A


First Landlord Note


 


	$50,050.00	August 15, 2011


 


OxySure Systems, Inc.,
a company organized under the laws of the state of Delaware ("Obligor", which term, as used herein, shall include any
successor thereto), for value received, hereby executes and delivers this Promissory Note (“Note”) in favor of Sinacola
Commercial Properties, Ltd. ("Holder"), an entity duly organized under the laws of the state of Texas, and hereby
promises to pay to Holder, his designees or his successors and permitted assigns, the principal sum of Fifty Thousand Dollars ($50,050.00)
(the "Principal Amount") on the Maturity Date (as defined below).


 


1.Maturity Date.The then
outstanding Principal Amount shall become due and payable on November 30, 2013 (the "Maturity Date").


 


2.Interest Rate. The interest
rate on the Note shall be 0% (zero percent).


 


3.Acceleration.Notwithstanding
any provision hereof to the contrary, the obligations of Obligor hereunder shall forthwith mature and immediately accelerate and
shall be immediately due and payable on the Default Date (as hereinafter defined) in the event that (i) the business of Obligor
is discontinued, sold, liquidated or otherwise disposed of, whether by liquidation or dissolution, or (ii) Obligor shall take,
or intends to take, or, as far as Obligor is aware, any other person shall receive a judgment, order or decree from a court of
competent jurisdiction, in each case, for the Obligor's winding up, liquidation, dissolution, merger or consolidation that is not
pursuant to an agreement between Obligor and Holder, or for the appointment of a receiver in relation to any or all of Obligor's
assets, or Obligor shall admit in writing its inability to pay its debts as they become due or shall commit any other act of insolvency
(each a "Default Event"). The date on which any Default Event occurs is referred to herein as the "Default Date."


 


4.Prepayments.Obligor may
prepay any of the Principal Amount or any interest accrued on this Note at any time prior to the Maturity Date.


 


5.Method of Payment.Obligor
shall pay all amounts payable under this Note in cash by wire transfer of immediately available funds to an account designated
by Holder or, if no account has been designated, by certified check delivered to Holder at such place as Holder shall designate
to Obligor in writing.


 


6.Presentment Waived and Partial
Payments.Obligor hereby expressly waives presentment for payment, demand, notice of dishonor, protest and notice of protest.
Acceptance by Holder of any payment that is less than the full amount then due and owing hereunder shall not constitute a waiver
of Holder's right to receive payment in full at such time or at any prior or subsequent time.


 


7.Subordination.Prior to
the Maturity Date, except for the obligations of Obligor upon any conversion of the Principal Amount in accordance with the terms
of this Note, all indebtedness evidenced by this Note (the "Subordinated Indebtedness") shall be subordinated to all
other indebtedness of Obligor, whether existing as of the Issue Date or incurred at any time after the Issue Date (the "Senior
Indebtedness"), and in that connection, prior to the Maturity Date, except for the obligations of Obligor upon any conversion
of the Principal Amount in accordance with the terms of this Note:


 


(a) the payment of the Subordinated Indebtedness
shall be subordinated to all and any rights, claims and actions which any other person may now or hereafter have against Obligor
in respect of the Senior Indebtedness;


 


 


 


 





SINACOLA COMMERCIAL PROPERTIES,
LTD


10950 RESEARCH ROAD


FRISCO, TX 75034


(214) 387-3900







 



    	 



    	 



    



 





August 15, 2011


Page 7 of 5




 





 


(b) the Subordinated Indebtedness shall
not become capable of being subject to any right of set-off or counterclaim; and


 


(c) except upon the Maturity Date, upon
the acceleration pursuant to Section 3, or upon the conversion of the Principal Amount in accordance with the terms of this Note,
Holder shall not claim, request, demand, sue for, take or receive (whether by way of set-off or in any other manner and whether
from Obligor or any other person) any money or other property in respect of the Subordinated Indebtedness or any part thereof.


 


8.Conversion Rights.At any
time prior to the Maturity Date, at the sole option of the Holder except in the event of the closing price threshold noted below,
all but not less than all, of the then outstanding Principal Amount of this Note may be converted (an "Optional Conversion")
into a number of shares of Obligor’s common stock (the "Optional Conversion Shares") equal to the amount of the
then outstanding Principal Amount to be converted divided by the Conversion Price (herein so called) which price shall be $1.00
(one dollar and zero cents) per Optional Conversion Share.


 


In order to exercise
the right of Optional Conversion, Holder shall surrender this Note at the principal office of Obligor and shall give written notice
of such exercise (the "Optional Conversion Notice"), to Obligor at such office. Such Optional Conversion shall be deemed
to have been effected at the close of business on the date on which such Optional Conversion Notice, duly completed and executed,
shall have been given as aforesaid, and, subject to the last sentence of this Section 8, at such time the Principal Amount subject
to such Optional Conversion shall be applied by Obligor in full payment of the Optional Conversion Shares to be issued in consequence
of the Conversion and that application shall discharge Obligor from all liability in respect of the Principal Amount converted,
and Holder shall be deemed for all purposes to have become the holder of the Optional Conversion Shares.


 


As promptly as practicable,
but in no event later than twenty (20) Business Days, after an Optional Conversion, Obligor, at its expense, shall cause Holder's
name to be entered in the register of the shareholders of Obligor in respect of the Optional Conversion Shares and shall issue
Holder certificates evidencing same. "Business Day" means any day other than a Saturday, Sunday or other day on which
banks in the City of Dallas, State of Texas, United States of America are required or authorized to be closed. Notwithstanding
any provision of this Note to the contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall
have complied with the obligations set forth in the immediately preceding sentence, whereupon such Optional Conversion shall be
deemed to have been effective as of the date the Optional Conversion Notice is given to Obligor; provided, however, that no failure
by Obligor to so comply with such obligations shall prohibit Holder from exercising his rights as the holder of the Optional Conversion
Shares.


 


9.Treatment of Note.Obligor
will treat, account and report this Note as debt and not equity for accounting and tax (with respect to any returns filed with
federal, state, local or foreign tax authorities) purposes.






    	 



    	 



    
 





August 15, 2011


Page 8  of 5







 


 


10.Miscellaneous.


 


(a)Specific Performance. Obligor
and Holder acknowledge and agree that in the event of any breach of this Note, the non-breaching party would be irreparably harmed
and could not be made whole solely by monetary damages. Obligor and Holder hereby agree that in addition to any other remedy to
which any party may be entitled at law or in equity, to the extent permitted by applicable law, Obligor and Holder shall be entitled
to obtain an injunction or compel specific performance of this Note in any action instituted in any Court.


 


(b)Interpretation. The headings
and captions in this Note are for convenience of reference only and shall not control or affect the meaning or construction of
any provisions hereof.


 


(c)Notices. All notices and
other communications required or permitted to be given hereunder shall be in writing and shall be (i) delivered by hand, (ii) delivered
by a reputable commercial overnight delivery service, or (iii) transmitted by facsimile, in each case, sent to the address or telecopier
number set below. Such notices shall be effective: (i) in the case of hand deliveries, when received; (ii) in the case of an overnight
delivery service, when received; and (iii) in the case of facsimile transmission, when electronic confirmation of receipt is received
by the sender. Any party may change its address and telecopy number by written notice to another party in accordance with this
provision, provided that such notice shall be effective only upon receipt.


 


	 	If to Obligor, to:
	 	 	 
	 	 	OxySure Systems, Inc.
	 	 	10880 John W. Elliott Dr., Suite 600
	 	 	Frisco, TX 75034
	 	 	Telecopy: 972-294-6501   
	 	 	Attention: Chief Executive Officer
	 	 	 
	 	If to Holder, to:
	 	 	 
	 	 	Sinacola Commercial Properties, Ltd.
	 	 	Att: Mr. Michael Sinacola
	 	 	10950 Research Road
	 	 	Frisco, TX 75034
	 	 	Telecopy: 214-387-3950   


 


(d)Governing Law; Forum; Service
of Process. This Note shall be governed by and construed in accordance with the laws of the State of Texas as to all matters,
including validity, construction, effect, performance and remedies of and under this Note. Venue in any and all suits, actions
and proceedings between the parties hereto and relating to the subject matter of this Note shall be in the courts located in and
for Dallas County, Texas (the "Courts"), which shall have exclusive jurisdiction for such purpose, and Holder and Obligor
hereby irrevocably submit to the exclusive jurisdiction of such Courts and irrevocably waive the defense of an inconvenient forum
to the maintenance of any such suit, action or proceeding. Service of process may be made in any manner recognized by such Courts.
Holder and Obligor each hereby irrevocably waives its right to a jury trial arising out of any dispute in connection with this
Note or the transactions contemplated hereby.


 


(e)Severability. The
invalidity, illegality or unenforceability of one or more of the clauses or provisions of this Note in any jurisdiction shall
not affect the validity, legality or enforceability of this Note in such jurisdiction or the validity, legality or
enforceability of this Note, including any such clause or provision in any other jurisdiction, it being intended that all
rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.






    	 



    	 



    
 





August 15, 2011


Page 9  of 5







 


 


(f)Successors; Assigns; Third-Party
Beneficiaries. The provisions of this Note shall be binding upon the parties hereto and their respective heirs, successors
and permitted assigns. Neither this Note nor the rights or obligations of Obligor may be assigned by Obligor without the prior
written consent of Holder. Holder may freely assign his rights or obligations hereunder. Any attempted assignment in contravention
of this Note shall be null and void and of no effect. This Note is for the sole benefit of the parties hereto and their respective
heirs, successors and permitted assigns and no provision hereof, whether express or implied, is intended, or shall be construed,
to give any other Person any rights or remedies, whether legal or equitable, hereunder.


 


(g)Amendments. This Note may
not be amended, modified or supplemented except in a writing signed by Obligor and Holder.


 


(h)Waiver. Any waiver (whether
express or implied) of any default or breach of or by any party to this Note shall not be effective unless evidenced by a writing
signed by the party against which such waiver is sought to be enforced. No such waiver for any purpose shall constitute a waiver
of any other or subsequent default or breach, or for any other purpose.


 


IN WITNESS WHEREOF,
Obligor has caused this Note to be duly executed and delivered as of the date first set forth above.


 


	 	 	OBLIGOR:
	 	 	 	 	 
	 	 	OXYSURE SYSTEMS, INC.
	 	 	 	 	 
	                                  	 	 	 	 
	                                     	 	By:	/s/ Julian T. Ross
	                                      	 	Name:	Julian Ross
	 	Title:	CEO	 	 
	 	 	Date:		
	 	 	 	 	 
	 	 	 	 	 
	 	 	HOLDER:
	 	 	 	 	 
	 	 	SINACOLA COMMERCIAL PROPERTIES, LTD., a Texas
limited partnership
	 	 	 	 	 
	 	 	By:	FRISCO INDUSTRIAL, INC.,
	 	 	 	a Texas corporation, its general partner
	 	 	 	 
	 	 	 	 
	 	 	 	By:	    /a/ Michael A. Sinacola
	 	 	 	Name:	Michael A. Sinacola
	 	 	 	Title:	President


 






    	 



    	 



    
  


EXHIBIT B


Second Landlord Note


 


	$50,050.00	August 15, 2011


 


OxySure Systems, Inc.,
a company organized under the laws of the state of Delaware ("Obligor", which term, as used herein, shall include any
successor thereto), for value received, hereby executes and delivers this Promissory Note (“Note”) in favor of Sinacola
Commercial Properties, Ltd. ("Holder"), an entity duly organized under the laws of the state of Texas, and hereby
promises to pay to Holder, his designees or his successors and permitted assigns, the principal sum of Fifty Thousand Dollars ($50,050.00)
(the "Principal Amount") on the Maturity Date (as defined below).


 


1.Maturity Date.The then
outstanding Principal Amount shall become due and payable on November 30, 2013 (the "Maturity Date").


 


2.Interest Rate. The interest
rate on the Note shall be 0% (zero percent).


 


3.Acceleration.Notwithstanding
any provision hereof to the contrary, the obligations of Obligor hereunder shall forthwith mature and immediately accelerate and
shall be immediately due and payable on the Default Date (as hereinafter defined) in the event that (i) the business of Obligor
is discontinued, sold, liquidated or otherwise disposed of, whether by liquidation or dissolution, or (ii) Obligor shall take,
or intends to take, or, as far as Obligor is aware, any other person shall receive a judgment, order or decree from a court of
competent jurisdiction, in each case, for the Obligor's winding up, liquidation, dissolution, merger or consolidation that is not
pursuant to an agreement between Obligor and Holder, or for the appointment of a receiver in relation to any or all of Obligor's
assets, or Obligor shall admit in writing its inability to pay its debts as they become due or shall commit any other act of insolvency
(each a "Default Event"). The date on which any Default Event occurs is referred to herein as the "Default Date."


 


4.Prepayments.Obligor may
prepay any of the Principal Amount or any interest accrued on this Note at any time prior to the Maturity Date.


 


5.Method of Payment.Obligor
shall pay all amounts payable under this Note in cash by wire transfer of immediately available funds to an account designated
by Holder or, if no account has been designated, by certified check delivered to Holder at such place as Holder shall designate
to Obligor in writing.


 


6.Presentment Waived and Partial
Payments.Obligor hereby expressly waives presentment for payment, demand, notice of dishonor, protest and notice of protest.
Acceptance by Holder of any payment that is less than the full amount then due and owing hereunder shall not constitute a waiver
of Holder's right to receive payment in full at such time or at any prior or subsequent time.


 


7.Subordination.Prior to
the Maturity Date, except for the obligations of Obligor upon any conversion of the Principal Amount in accordance with the terms
of this Note, all indebtedness evidenced by this Note (the "Subordinated Indebtedness") shall be subordinated to all
other indebtedness of Obligor, whether existing as of the Issue Date or incurred at any time after the Issue Date (the "Senior
Indebtedness"), and in that connection, prior to the Maturity Date, except for the obligations of Obligor upon any conversion
of the Principal Amount in accordance with the terms of this Note:


 


(a) the payment of the Subordinated Indebtedness
shall be subordinated to all and any rights, claims and actions which any other person may now or hereafter have against Obligor
in respect of the Senior Indebtedness;


 


 


 


 





SINACOLA COMMERCIAL PROPERTIES,
LTD


10950 RESEARCH ROAD


FRISCO, TX 75034


(214) 387-3900




 






    	 



    	 



    



 





August 15, 2011


Page 11   of 5


 


 


 


(b) the Subordinated Indebtedness shall
not become capable of being subject to any right of set-off or counterclaim; and


 


(c) except upon the Maturity Date, upon
the acceleration pursuant to Section 3, or upon the conversion of the Principal Amount in accordance with the terms of this Note,
Holder shall not claim, request, demand, sue for, take or receive (whether by way of set-off or in any other manner and whether
from Obligor or any other person) any money or other property in respect of the Subordinated Indebtedness or any part thereof.


 


8.Conversion Rights.At any
time prior to the Maturity Date, at the sole option of the Holder except in the event of the closing price threshold noted below,
all but not less than all, of the then outstanding Principal Amount of this Note may be converted (an "Optional Conversion")
into a number of shares of Obligor’s common stock (the "Optional Conversion Shares") equal to the amount of the
then outstanding Principal Amount to be converted divided by the Conversion Price (herein so called) which price shall be $1.50
(one dollar and fifty cents) per Optional Conversion Share. If the Obligor’s common stock has traded at $1.50 or above for
4 consecutive weeks on a nationally recognized market (based on daily closing prices), then any Optional Conversion under this
Section 8 may also occur at the option of the Obligor.


 


In order to exercise
the right of Optional Conversion, Holder shall surrender this Note at the principal office of Obligor and shall give written notice
of such exercise (the "Optional Conversion Notice"), to Obligor at such office. Such Optional Conversion shall be deemed
to have been effected at the close of business on the date on which such Optional Conversion Notice, duly completed and executed,
shall have been given as aforesaid, and, subject to the last sentence of this Section 8, at such time the Principal Amount subject
to such Optional Conversion shall be applied by Obligor in full payment of the Optional Conversion Shares to be issued in consequence
of the Conversion and that application shall discharge Obligor from all liability in respect of the Principal Amount converted,
and Holder shall be deemed for all purposes to have become the holder of the Optional Conversion Shares.


 


As promptly as practicable,
but in no event later than twenty (20) Business Days, after an Optional Conversion, Obligor, at its expense, shall cause Holder's
name to be entered in the register of the shareholders of Obligor in respect of the Optional Conversion Shares and shall issue
Holder certificates evidencing same. "Business Day" means any day other than a Saturday, Sunday or other day on which
banks in the City of Dallas, State of Texas, United States of America are required or authorized to be closed. Notwithstanding
any provision of this Note to the contrary, no Optional Conversion shall be deemed to have occurred unless and until Obligor shall
have complied with the obligations set forth in the immediately preceding sentence, whereupon such Optional Conversion shall be
deemed to have been effective as of the date the Optional Conversion Notice is given to Obligor; provided, however, that no failure
by Obligor to so comply with such obligations shall prohibit Holder from exercising his rights as the holder of the Optional Conversion
Shares.


 


9.Treatment of Note.Obligor
will treat, account and report this Note as debt and not equity for accounting and tax (with respect to any returns filed with
federal, state, local or foreign tax authorities) purposes.


 


10.Miscellaneous.


 


(a)Specific Performance. Obligor
and Holder acknowledge and agree that in the event of any breach of this Note, the non-breaching party would be irreparably harmed
and could not be made whole solely by monetary damages. Obligor and Holder hereby agree that in addition to any other remedy to
which any party may be entitled at law or in equity, to the extent permitted by applicable law, Obligor and Holder shall be entitled
to obtain an injunction or compel specific performance of this Note in any action instituted in any Court.






    	 



    	 



    
 





August 15, 2011


Page 12  of 5


 


 


 


(b)Interpretation. The headings
and captions in this Note are for convenience of reference only and shall not control or affect the meaning or construction of
any provisions hereof.


 


(c)Notices. All notices and
other communications required or permitted to be given hereunder shall be in writing and shall be (i) delivered by hand, (ii) delivered
by a reputable commercial overnight delivery service, or (iii) transmitted by facsimile, in each case, sent to the address or telecopier
number set below. Such notices shall be effective: (i) in the case of hand deliveries, when received; (ii) in the case of an overnight
delivery service, when received; and (iii) in the case of facsimile transmission, when electronic confirmation of receipt is received
by the sender. Any party may change its address and telecopy number by written notice to another party in accordance with this
provision, provided that such notice shall be effective only upon receipt.


 


	 	If to Obligor, to:
	 	 	 
	 	 	OxySure Systems, Inc.
	 	 	10880 John W. Elliott Dr., Suite 600
	 	 	Frisco, TX 75034
	 	 	Telecopy: 972-294-6501   
	 	 	Attention: Chief Executive Officer
	 	 	 
	 	If to Holder, to:
	 	 	 
	 	 	Sinacola Commercial Properties, Ltd.
	 	 	Att: Mr. Michael Sinacola
	 	 	10950 Research Road
	 	 	Frisco, TX 75034
	 	 	Telecopy: 214-387-3950


 


(d)Governing Law; Forum; Service
of Process. This Note shall be governed by and construed in accordance with the laws of the State of Texas as to all matters,
including validity, construction, effect, performance and remedies of and under this Note. Venue in any and all suits, actions
and proceedings between the parties hereto and relating to the subject matter of this Note shall be in the courts located in and
for Dallas County, Texas (the "Courts"), which shall have exclusive jurisdiction for such purpose, and Holder and Obligor
hereby irrevocably submit to the exclusive jurisdiction of such Courts and irrevocably waive the defense of an inconvenient forum
to the maintenance of any such suit, action or proceeding. Service of process may be made in any manner recognized by such Courts.
Holder and Obligor each hereby irrevocably waives its right to a jury trial arising out of any dispute in connection with this
Note or the transactions contemplated hereby.


 


(e)Severability. The invalidity,
illegality or unenforceability of one or more of the clauses or provisions of this Note in any jurisdiction shall not affect the
validity, legality or enforceability of this Note in such jurisdiction or the validity, legality or enforceability of this Note,
including any such clause or provision in any other jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.


 


(f)Successors; Assigns; Third-Party
Beneficiaries. The provisions of this Note shall be binding upon the parties hereto and their respective heirs, successors
and permitted assigns. Neither this Note nor the rights or obligations of Obligor may be assigned by Obligor without the prior
written consent of Holder. Holder may freely assign his rights or obligations hereunder. Any attempted assignment in contravention
of this Note shall be null and void and of no effect. This Note is for the sole benefit of the parties hereto and their respective
heirs, successors and permitted assigns and no provision hereof, whether express or implied, is intended, or shall be construed,
to give any other Person any rights or remedies, whether legal or equitable, hereunder.






    	 



    	 



    



 


August 15, 2011


Page 13   of 5


 


 


 


(g)Amendments. This Note may
not be amended, modified or supplemented except in a writing signed by Obligor and Holder.


 


(h)Waiver. Any waiver (whether
express or implied) of any default or breach of or by any party to this Note shall not be effective unless evidenced by a writing
signed by the party against which such waiver is sought to be enforced. No such waiver for any purpose shall constitute a waiver
of any other or subsequent default or breach, or for any other purpose.


 


IN WITNESS WHEREOF,
Obligor has caused this Note to be duly executed and delivered as of the date first set forth above.


 








	 	 	OBLIGOR:
	 	 	 	 	 
	 	 	OXYSURE SYSTEMS, INC.
	 	 	 	 	 
	                                  	 	 	 	 
	                                     	 	By:	/s/ Julian T. Ross
	                                      	 	Name:	Julian Ross
	 	Title:	CEO	 	 
	 	 	Date:		
	 	 	 	 	 
	 	 	 	 	 
	 	 	HOLDER:
	 	 	 	 	 
	 	 	SINACOLA COMMERCIAL PROPERTIES, LTD., a Texas
limited partnership
	 	 	 	 	 
	 	 	By:	FRISCO INDUSTRIAL, INC.,
	 	 	 	a Texas corporation, its general partner
	 	 	 	 
	 	 	 	 
	 	 	 	By:	    /s/ Michael A. Sinacola
	 	 	 	Name:	Michael A. Sinacola
	 	 	 	Title:	President


 


 



    	 



    	 



    



  


EXHIBIT C


STOCK PURCHASE WARRANT


 


NEITHER THIS WARRANT NOR ANY SECURITIES
ON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE LAWS, OR
THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT LEGALLY REQUIRED.


 


This Stock Purchase
Warrant (this “Warrant”), dated August 15, 2011, is issued to Sinacola Commercial Properties, Ltd, a Texas limited
partnership (together with its assigns, the “Holder”), by OxySure Systems, Inc., a Delaware corporation (the
“Company”).


 


1.Purchase
of Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant
at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase
from the Company up to 65,065 fully paid and non-assessable shares of Common Stock, par value $0.0004 per share (the “Common
Stock”), of the Company (as adjusted pursuant to Section 7 hereof, the “Shares”) for the purchase
price specified in Section 2 below.


 


2.Purchase
Price. The purchase price for the Shares is $0.01 per share. Such price shall be subject to adjustment pursuant to Section
7 hereof (such price, as adjusted from time to time, is herein referred to as the “Warrant Price”).


 


3.Exercise
Period. This Warrant is exercisable in whole or in part at any time from the date hereof through August 15, 2016.


 


4.Transfer
of Warrant. Transfer of this Warrant to a third party shall be effected by execution and delivery of the Notice of Assignment
annexed hereto and surrender of this Warrant for registration of transfer of this Warrant at the primary executive office of the
Company, together with funds sufficient to pay any applicable transfer tax. Upon receipt of the duly executed Notice of Assignment
and the necessary transfer tax funds, if any, the Company, at its expense, shall execute and deliver, in the name of the designated
transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common
Stock.


 


5.Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may
exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(a)the surrender of
this Warrant, together with a duly executed copy of the form of Exercise Notice attached hereto, to the Secretary of the Company
at its principal offices; and


 


(b)at the Holder's option:






    	 



    	 



    
 





August 15, 2011


Page 15   of 5


 


 


 


(i)the Holder's payment
to the Company of an amount equal to the aggregate purchase price for the number of Shares being purchased, which shall be a whole
number of shares; or


 


(ii)If the Common Stock
is publicly traded as of such date, the Holder's instruction to the Company to retain that whole number of Shares having a value
equal to the aggregate exercise price of the Shares as to which this Warrant is being exercised and to issue to the Holder the
remainder of such Shares computed using the following formula:


 


X =Y(A-B)


A


 


Where:


 


X =the number of shares of
Common Stock to be issued to the Holder.





Y=the number of shares
of Common Stock as to which this Warrant is being exercised.





A =the fair market value of one share of Common Stock.


 


B =the Warrant Price.


 


As used herein, the “fair market value
of one share of Common Stock” shall mean:


 


(1)Except in the circumstances
described in clause (2) hereof, the price per share of the Common Stock determined in good faith by the Board of Directors of the
Company; or


 


(2)If such exercise is in conjunction
with a merger, acquisition or other consolidation pursuant to which the Company is not the surviving entity, the value received
by the holders of the Common Stock pursuant to such transaction for each share.


 


6.Certificates for
Shares; Partial Exercise of Warrants.


 


(a)Upon
the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall
be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the Exercise Notice.


 


(b)If
this Warrant is surrendered for partial exercise, the Company shall execute and deliver to the Holder of the Warrant, without charge
to the Holder, a new Warrant exercisable for an aggregate number of shares of Common Stock equal to the unexercised portion of
the surrendered Warrant.


 


7.Reservation
of Shares. The Company covenants that it will at all times keep available such number of authorized shares of its Common Stock,
free from all preemptive rights with respect thereto, which will be sufficient to permit the exercise of this Warrant for the full
number of Shares specified herein. The Company further covenants that such Shares, when issued pursuant to the exercise of this
Warrant, will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect
to the issuance thereof.






    	 



    	 



    
 





August 15, 2011


Page 16   of 5


 


 


 


8.Adjustment
of Warrant Price and Number of Shares. The number and kind of securities purchasable upon exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time as follows:


 


(a)Stock
Dividends, Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by stock split or otherwise, combine its Common Stock or issue additional shares of its Common
Stock as a dividend with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or stock dividend and proportionately decreased in the
case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase
price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment
under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes
effective or as of the record date of such dividend, or, in the event that no record date is fixed, upon the making of such dividend.


 


(b)Reclassification,
Reorganization, Merger, Sale or Consolidation. In the event of any reclassification, capital reorganization or other change
in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section
8(a) above) or in the event of a consolidation or merger of the Company with or into, or the sale of all or substantially all
of the properties and assets of the Company, to any person, and in connection therewith consideration is payable to holders of
Common Stock in cash, securities or other property, then as a condition of such reclassification, reorganization or change, consolidation,
merger or sale, lawful provision shall be made, and duly executed documents evidencing the same shall be delivered to the Holder,
so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant immediately prior to such event, the kind and amount of cash, securities or other
property receivable in connection with such reclassification, reorganization or change, consolidation, merger or sale, by a holder
of the same number of shares of Common Stock as were exercisable by the Holder immediately prior to such reclassification, reorganization
or change, consolidation, merger or sale. In any such case, appropriate provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any cash, securities or property
deliverable upon exercise hereof. Notwithstanding the foregoing, (i) if the Company merges or consolidates with, or sells all or
substantially all of its property and assets to, any other person, and consideration is payable to holders of Common Stock in exchange
for their Common Stock in connection with such merger, consolidation or sale which consists solely of cash, or (ii) in the event
of the dissolution, liquidation or winding up of the Company, then the Holder shall be entitled to receive distributions on the
date of such event on an equal basis with holders of Common Stock as if this Warrant had been exercised immediately prior to such
event, less the Warrant Price. Upon receipt of such payment, if any, the rights of the Holder shall terminate and cease, and this
Warrant shall expire. In case of any such merger, consolidation or sale of assets, the surviving or acquiring person and, in the
event of any dissolution, liquidation or winding up of the Company, the Company shall promptly, after receipt of this surrendered
Warrant, make payment by delivering a check in such amount as is appropriate (or, in the case of consideration other than cash,
such other consideration as is appropriate) to such person as it may be directed in writing by the Holder surrendering this Warrant.






    	 



    	 



    
 





August 15, 2011


Page 17   of 5


 


 





 


(c)No
Dilution or Impairment. So long as this Warrant is outstanding, the Company will not avoid or seek to avoid the observance
or performance of any of the terms of this Warrant but will at all times in good faith assist in the carrying out of all such terms
and of the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution
or other impairment.


 


9.Pre-Exercise
Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder with respect to
the Shares, including without limitation, the right to vote such Shares, receive preemptive rights or be notified of shareholder
meetings, and the Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company.


 


10.Restricted
Securities. The Holder understands that this Warrant and the Shares purchasable hereunder constitute “restricted securities”
under the federal securities laws inasmuch as they are being, or will be, acquired from the Company in transactions not involving
a public offering and accordingly may not, under such laws and applicable regulations, be resold or transferred without registration
under the Securities Act of 1933, as amended, or an applicable exemption from registration. The Holder further acknowledges that
the Shares and any other securities issued upon exercise of this Warrant shall bear a legend substantially in the form of the legend
appearing on the face hereof.


 


11.Certification
of Investment Purpose. Unless a current registration statement under the Securities Act of 1933, as amended, shall be in effect
with respect to the securities to be issued upon exercise of this Warrant, the Holder hereof, by accepting this Warrant, covenants
and agrees that, at the time of exercise hereof, the Holder will deliver to the Company a written certification that the securities
acquired by the Holder are acquired for investments purposes only and that such securities are not acquired with a view to, or
for sale in connection with, any distribution thereof.


 


12.Successors
and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the
Holder and their respective successors and assigns.


 


13.Governing
Law. This Warrant shall be governed by the laws of the State of Texas, excluding the conflicts of laws provisions thereof.


 


14.Replacement.
Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or
any new Warrant(s) issued to Holder under Section 6(b) hereof and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or in the case of any such mutilation,
upon surrender and cancellation of such Warrant(s), the Company will execute and deliver, in lieu thereof, a new Warrant of like
date and tenor.






    	 



    	 



    
 





August 15, 2011


Page 18   of 5


  


 


15.Registration
Rights. If the Company effects an underwritten public offering, the Shares shall be included, at the option of the Holder,
in the shares registered for sale pro rata, as if the Holder were a party beneficiary of the Company's registration rights agreement
(if any).


 


 


 


 


 


16.Certain
Expenses. The Company shall pay all expenses incurred in connection with, and all taxes (other than stock transfer taxes) and
other governmental charges that may be imposed in respect of, the issuance, sale and delivery of the Warrant or the Shares, including,
without limitation, any registration costs incurred under Section 15 hereof.


 


 


 


IN WITNESS WHEREOF, the undersigned hereby
agrees to the terms hereof effective as of August 15, 2011.





 


	 	COMPANY:
	 	 	 
	 	OXYSURE SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Julian T. Ross
	 	Name:	Julian T. Ross
	 	Title:	Chairman & CEO
	 	 	 
	 	 	 
	 	 	 
	 	HOLDER:	 
	 	 	 
	 	SINACOLA COMMERCIAL PROPERTIES, LTD,
	 	a Texas limited partnership
	 	 	 
	 	By:	FRISCO INDUSTRIAL, INC.,
	 	 	a Texas corporation, its general partner
	 	 	 



 


	 	By:	/s/ Michael A. Sinacola
	 	Name:	Michael A. Sinacola
	 	Title:	President


 






    	 



    	 



    
 





August 15, 2011


Page 19   of 5


 


 


EXERCISE NOTICE


 


Dated: _______________,
____


 


 


The undersigned hereby
irrevocably elects to exercise the Stock Purchase Warrant, dated March 23, 2011, issued by OxySure Systems, Inc., a Delaware corporation
(the “Company”), to the undersigned to the extent of purchasing _____ Shares of the Company's Common Stock
and hereby makes payment of $__________ in payment of the aggregate Warrant Price of such Shares, as provided in Section 5
of such Stock Purchase Warrant..


 


	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    	 



    	 



    
 





August 15, 2011


Page 20    of 5


 


 


 


ASSIGNMENT FORM


 


(To be executed only upon the assignment of the within Warrant)


 


 


FOR VALUE RECEIVED, the undersigned registered Holder of the
within Warrant hereby sells, assigns and transfers unto _____________________, whose address is


 


___________________ all of the rights of the undersigned
under the within Warrant, with respect to shares of Common Stock (as defined within the Warrant) of OxySure Systems, Inc., and,
if such shares of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that
a new Warrant of like tenor for the number of shares of Common Stock not being transferred hereunder be issued in the name of and
delivered to the undersigned, and does hereby irrevocably constitute and appoint _________________ attorney to register
such transfer on the books of OxySure Systems, Inc. maintained for that purpose, with full power of substitution in the premises.


 


 


Dated:_____________


 


Signature Guaranteed


 


	 	By:	 	 
	 	 	(Signature of Registered Holder)	 
	 	Title:	 	 


 


 


	NOTICE:	The signature to this Notice of Assignment must correspond with
	 	the name upon the face of the within Warrant in every particular,
	 	without alteration or enlargement or any change whatever.