Exhibit
10.1


 


	Amended
    and Restated

    Revolving
    Line of Credit Note
	


 


	$2,000,000.00	November 21, 2022




 


FOR
VALUE RECEIVED, OPTEX SYSTEMS HOLDINGS, INC., with an address at 1420 PRESIDENTIAL DRIVE, RICHARDSON, TEXAS 75081-2439, and
OPTEX SYSTEMS, INC., with an address at 1420 PRESIDENTIAL DRIVE, RICHARDSON, TEXAS 75081-2439 (individually and collectively,
the “Borrower”), promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”),
in lawful money of the United States of America in immediately available funds at its offices located at 8333 Douglas Ave, Dallas, Texas
75225, or at such other location as the Bank may designate from time to time, the principal sum of $2,000,000.00 (the “Facility”)
or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding
principal balance from the date hereof, all as provided below.


 


1.
Revolving Line of Credit Advances. This Note evidences a revolving line of credit. The Borrower may borrow, repay and reborrow
hereunder and the Bank may advance and readvance under this Note from time to time (each an “advance” and together the “advances”)
until the Expiration Date, subject to the terms and conditions of this Note and the Loan Documents (as defined below). The “Expiration
Date” shall mean April 15, 2023, or such later date as may be designated by the Bank by written notice from the Bank to the
Borrower. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Facility
or this Note beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under this Note exceed the
face amount of this Note.


 


2.
Interest Rate and Payments. Amounts outstanding under this Note will bear interest at a rate per annum which is equal to the
sum of (A) the Base Rate (as defined below) minus (B) 25 basis points (0.25%). Accrued interest will be due and payable on the
same day of each month, beginning with the payment due on December 15, 2022. The outstanding principal balance and any accrued but unpaid
interest shall be due and payable on the Expiration Date.


 


3.
Certain Definitions. If the following terms are used in this Note, such terms shall have the meanings set forth below:


 


“Base
Rate” shall mean the Prime Rate; provided, however, if the Base Rate would be less than zero, then such rate
shall be deemed to be zero. If and when the Base Rate changes, the rate of interest on this Note will change automatically without notice
to the Borrower, effective on the date of any such change.


 


“Bloomberg”
shall mean Bloomberg Index Services Limited (or a successor administrator).


 


“BSBY”
shall mean the Bloomberg Short-Term Bank Yield Index rate administered by Bloomberg and published by Bloomberg or another commercially
available source providing such quotations as may be designated by the Bank from time to time.


 




    	 



     


    

 


“BSBY
Reserve Percentage” shall mean, as of any day, the maximum effective percentage in effect on such day, if any, as prescribed
by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without
limitation, supplemental, marginal and emergency reserve requirements) with respect to BSBY funding.


 


“Business
Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required
by law to be closed for business in Pittsburgh, Pennsylvania.


 


“Daily
BSBY Rate” shall mean, for any day, the rate per annum determined by the Bank by dividing (the resulting quotient rounded upwards,
at the Bank’s discretion, to the nearest 1/100th of 1%) (A) the Published Rate for such day, by (B) a number equal to 1.00 minus
the BSBY Reserve Percentage; provided, however, if the Daily BSBY Rate determined as provided above would be less than
zero, then such rate shall be deemed to be zero.


 


“Default
Rate” shall mean the rate per annum equal to the lesser of (A) the sum of 3% plus the interest rate otherwise in effect
from time to time under this Note and (B) the Maximum Rate.


 


“Maximum
Rate” shall mean the maximum rate of interest allowed by applicable law. “NYFRB” shall mean the Federal
Reserve Bank of New York.


 


“Overnight
Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on
its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the
NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Bank for the purpose of displaying such rate);
provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately
preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable
replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error). If the Overnight
Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged
shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.


 


“Prime
Rate” shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is determined
from time to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest
or index and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category
of customers.


 


“Published
Rate” shall mean the one-month Bloomberg Short-Term Bank Yield Index rate administered by Bloomberg and published by Bloomberg
or another commercially available source providing such quotations as may be designated by the Bank from time to time.


 


4. Advance
Procedures. If permitted by the Bank, a request for advance may be made by telephone or electronic mail, or delivered in accordance
with the Bank’s security procedures through any automated platform or electronic service provided by the Bank, with such confirmation
or verification (if any) as the Bank may require in its discretion from time to time. A request for advance by any Borrower shall be
binding upon Borrower, jointly and severally. The Borrower authorizes the Bank to accept telephonic, email, automated and electronic
requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower
hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including
reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonic, email, automated and
electronic requests or by the making of such advances. The Bank will enter on its books and records, which entry when made will be presumed
correct, the date and amount of each advance, as well as the date and amount of each payment made by the Borrower.


 




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5. Interest
Calculation; Maximum Rate. Interest will be calculated based on the actual number of days that principal is outstanding over
a year of 360 days. In no event will the rate of interest hereunder exceed the Maximum Rate. Regardless of any other provision of this
Note or the other Loan Documents, if for any reason the effective interest rate should exceed the Maximum Rate, the effective interest
rate shall be deemed reduced to, and shall be, the Maximum Rate, and (i) the amount which would be excessive interest shall be deemed
applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by
this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal
balance of this Note or the refunding of such excess to be a complete settlement and acquittance thereof.


 


6. Other
Payment Terms. If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment.
The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for any payment when due under this
Note or any other Loan Document. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued
interest and principal in any order the Bank may choose, in its sole discretion.


 


7. Late
Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant
to the provisions of this Note within 15 calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge
equal to the lesser of 5% of the amount of such payment or $100.00 (the “Late Charge”). Such 15-day period shall not
be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and
at the Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, amounts
outstanding under this Note shall bear interest at the Default Rate. The Default Rate shall continue to apply whether or not judgment
shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying
the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s
exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any
agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying
a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for
anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and
without difficulty.


 


8. Prepayment.
The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty.


 


9. Increased
Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower agrees
to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter
defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of
the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to
the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule,
guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted or issued.


 




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10. Other
Loan Documents. This Note is issued in connection with a letter agreement or loan agreement between the Borrower and the Bank,
dated on or before the date hereof, and the other agreements and documents executed and/or delivered in connection therewith or referred
to therein, the terms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively
the “Loan Documents”), and is secured by the property (if any) described in the Loan Documents and by any and all
mortgages, security agreements, assignments, loan agreements, pledge agreements and other documents or instruments evidencing a security
interest or other lien in favor of the Bank and delivered by the Borrower or by any third party with reference to indebtedness of the
Borrower, whether such documents were previously or are hereafter executed, and whether given expressly as security for payment of this
Note or generally as security for any and all indebtedness of the Borrower to the Bank. Such documents may be executed contemporaneously
with the execution of this Note, or they may be executed and delivered at another time. Collateral securing other obligations of the
Borrower to the Bank may also secure this Note.


 


11. Events
of Default. The occurrence of any of the following events will be deemed to be an “Event of Default” under
this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event
of default or any default and the lapse of any notice or cure period, or any Obligor’s failure to observe or perform any covenant
or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt,
liability or obligation of any Obligor to the Bank; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership,
insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against
any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that the Bank shall not
be obligated to advance additional funds hereunder during such period); (iv) any assignment by any Obligor for the benefit of creditors,
or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with
the Bank; (v) a default with respect to any other indebtedness of any Obligor for borrowed money, if the effect of such default is to
cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment
against any collateral securing the obligations of any Obligor to the Bank; (vii) the entry of a final judgment against any Obligor and
the failure of such Obligor to discharge the judgment within 10 days of the entry thereof; (viii) any change in any Obligor’s business,
assets, operations, financial condition or results of operations that has or could reasonably be expected to have any material adverse
effect on any Obligor; (ix) any Obligor ceases doing business as a going concern; (x) any representation or warranty made by any Obligor
to the Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to
the Bank, is false, erroneous or misleading in any material respect; (xi) if this Note or any guarantee executed by any Obligor is secured,
the failure of any Obligor to provide the Bank with additional collateral if in the Bank’s opinion at any time or times, the market
value of any of the collateral securing this Note or any guarantee has depreciated below that required pursuant to the Loan Documents
or, if no specific value is so required, then in an amount deemed material by the Bank; (xii) the revocation or attempted revocation,
in whole or in part, of any guarantee by any Obligor; or (xiii) the death, incarceration, indictment or legal incompetency of any individual
Obligor or, if any Obligor is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency
of any individual general partner or member. As used herein, the term “Obligor” means any Borrower and any guarantor
of, or any pledgor, mortgagor or other person or entity providing collateral support for, the Borrower’s obligations to the Bank
existing on the date of this Note or arising in the future. Upon the occurrence of an Event of Default: (a) the Bank shall be under no
further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding
principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and
payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued
interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of
any kind, may be accelerated and become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at
the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the
rights and remedies available under the Loan Documents or under applicable law.


 




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12. Right
of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities or other property
given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and to the
extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby
grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s
right, title and interest in and to, all of the Borrower’s deposits, moneys, securities and other property now or hereafter in
the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services
Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping
or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to the Borrower. Every such right of setoff shall be deemed to have been exercised immediately upon the
occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and
records at a later time.


 


13. Anti-Money
Laundering/International Trade Law Compliance. The Borrower represents, warrants and covenants to the Bank, as of the date hereof,
the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility, and at all
times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity
(i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Jurisdiction or in the possession, custody or control of a Sanctioned
Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned
Jurisdiction or Sanctioned Person; (b) the proceeds of the Facility will not be used to fund any operations in, finance any investments
or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person; (c) the funds used to repay the Facility
are not derived from any unlawful activity; (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings
or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws; and (e) no Collateral
is or will become Embargoed Property. The Borrower covenants and agrees that (a) it shall immediately notify the Bank in writing upon
the occurrence of a Reportable Compliance Event; and (b) if, at any time, any Collateral becomes Embargoed Property, in addition to all
other rights and remedies available to the Bank, upon request by the Bank, the Borrower shall provide substitute Collateral acceptable
to the Bank that is not Embargoed Property.


 


As
used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export
licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Collateral”
means any collateral securing any debt, liabilities or other obligations of any Obligor to the Bank; “Compliance Authority”
means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry
and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered
Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing,
and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Embargoed Property”
means any property (a) in which a Sanctioned Person holds an interest; (b) beneficially owned, directly or indirectly, by a Sanctioned
Person; (c) that is due to or from a Sanctioned Person; (d) that is located in a Sanctioned Jurisdiction; or (e) that would otherwise
cause any actual or possible violation by the Bank of any applicable Anti-Terrorism Law if the Bank were to obtain an encumbrance on,
lien on, pledge of or security interest in such property or provide services in consideration of such property; “Reportable
Compliance Event” means (1) any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially
detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate
crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or
possible violation of any Anti-Terrorism Law; (2) any Covered Entity engages in a transaction that has caused or may cause the Bank to
be in violation of any Anti-Terrorism Laws, including a Covered Entity’s use of any proceeds of the Facility to fund any operations
in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned
Person; or (3) any Collateral becomes Embargoed Property; “Sanctioned Jurisdiction” means a country subject to a sanctions
program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime,
entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject
to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order
or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by
any Compliance Authority.


 




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14. Indemnity.
The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control
with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to
defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including
all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation
therefor) (each, a “Claim”) which any Indemnified Party may incur or which may be asserted against any Indemnified
Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower),
in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of
any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by
the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened,
whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided,
however, that the foregoing indemnity agreement shall not apply to any Claim that is determined by a court of competent jurisdiction
in a final, non-appealable judgment to have been solely attributable to an Indemnified Party’s gross negligence or willful misconduct.
The indemnity agreement contained in this paragraph shall survive the termination of this Note, payment of any advance hereunder and
the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.


 


15. Miscellaneous.
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”)
must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Note).
Notices may be given in any manner to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid,
facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the
parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time or through an automated
platform that the Bank provides to the Borrower. Notices may be sent to a party’s address as set forth above or to such other address
as any party may give to the other for such purpose in accordance with this paragraph. Notices will be effective upon receipt. For purposes
hereof, “receipt” shall mean: (i) for notices sent by U.S. mail, the third business day after the date such notice was sent;
(ii) for notices delivered by hand or sent by overnight courier service, the date delivered; (iii) for notices sent by facsimile or electronic
communication, the date when sent; and (iv) for notices sent by any other method, the date received. No delay or omission on the Bank’s
part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right
or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder
are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity.
Except as otherwise set forth in this Note, no modification, amendment or waiver of, or consent to any departure by the Borrower from,
any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the
purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank
shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay
on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note
and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision
of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain
in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice
of dishonor, notice of non-payment, notice of intent to accelerate and notice of acceleration, and any other notice of any kind. The
Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower,
the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors,
administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns;
provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written consent
and the Bank at any time may assign this Note in whole or in part.


 




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16. Governing
Law and Venue. This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State where the
Bank’s office indicated above is located (the “State”). THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING
WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF
THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower
hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district where the
Bank’s office indicated above is located; provided that nothing contained in this Note will prevent the Bank from bringing any
action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any
property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees
that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue
and any objection based on a more convenient forum in any action instituted under this Note.


 


17. Commercial
Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower solely for the
purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family or household purposes.


 


18. USA
PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means:
when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other
information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations,
the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business
or organization.


 


19. Representation
by Counsel. The Borrower hereby represents that it has been represented by competent counsel of its choice, or has knowingly
waived its right to use and retain counsel, in the negotiation and execution of this Note and the other Loan Documents; that it has read
and fully understood the terms hereof; that the Borrower and any retained counsel have been afforded an opportunity to review, negotiate
and modify the terms of this Note and the other Loan Documents; and that it intends to be bound hereby. In accordance with the foregoing,
the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract
shall not be employed in the construction and interpretation of this Note or any other Loan Document.


 


20. Authorization
to Obtain Credit Reports. By signing below, each person, who is signing in his or her individual capacity, requests and provides
written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain such individual’s personal
credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile in (i) considering
an application for credit that is evidenced, guaranteed or secured by this document, (ii) assessing creditworthiness and (iii) considering
extensions of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit
or additional credit, (b) reviewing, administering or collecting the resulting account and (c) reporting on the repayment and satisfaction
of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations
with respect to the matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their
capacities as officers or other authorized representatives of entities, organizations or governmental bodies.


 




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21. Counterparts;
Electronic Signatures and Records. This Note and any other Loan Document may be signed in any number of counterpart copies and
by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Notwithstanding any
other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice,
signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option,
be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures.
For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of
a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission,
delivery and/or retention.


 


22. Automatic
Payment. If due to any act or omission of the Borrower or another Obligor the Bank cannot automatically deduct payments required
under this Note or the other Loan Documents from a deposit account with the Bank (including due to the Borrower’s revocation of
its authorization to do so or failure to maintain such deposit account with the Bank or otherwise), the Bank may, at its option, upon
30 days’ notice to the Borrower, increase the interest rate payable by the Borrower under this Note by 25 basis points (0.25%).


 


23. Depository.
The Borrower will establish and maintain with the Bank the Borrower’s primary depository accounts. If the Borrower fails to
establish and/or maintain its primary depository accounts with the Bank, the Bank may, at its option, upon 30 days’ notice to the
Borrower, increase the interest rate payable by the Borrower under this Note by up to 100 basis points (1.00%). The Bank’s right
to increase the interest rate pursuant to this paragraph shall be in addition to any other rights or remedies the Bank may have under
this Note, all of which are hereby reserved, and shall not constitute a waiver, release or limitation upon the Bank’s exercise
of any such rights or remedies.


 


24. State-Specific
Provisions.


 


(a) Additional
Agreement regarding Indemnity. The Borrower agrees that any undertaking to indemnify the Indemnified Parties made by the Borrower
hereunder or under any other Loan Document with respect to any Claim is made WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE
OF ANY PARTY OR PARTIES, WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE, except to the extent expressly provided
otherwise.


 


25. Amendment
and Restatement. This Note amends and restates, and is in substitution for, that certain Amended and Restated Revolving Line
of Credit Note in the original principal amount of $1,125,000.00 payable to the order of the Bank and dated April 12, 2022 (the “Existing
Note”). However, without duplication, this Note shall in no way extinguish, cancel or satisfy Borrower’s unconditional
obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein is
intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage with respect
to any Obligor’s obligations hereunder and under any other document relating hereto. Notwithstanding anything to the contrary herein,
if any amount outstanding as of the date hereof under the Existing Note bears interest based on a rate that is reset at the end of a
specified interest period, and such interest period commenced prior to the date hereof, such amount shall continue to bear interest based
on such rate, and the terms of the Existing Note applicable to amounts bearing interest based on such rate shall continue to apply to
such amount, until the end of the then-current interest period, after which the interest rate (and related provisions) as stated in this
Note shall apply.


 


26. WAIVER
OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN
ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


The
Borrower acknowledges that it has read and understands all the provisions of this Note, including the waiver of jury trial, and has been
advised by counsel as necessary or appropriate.


 




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WITNESS
the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.


 


	 	OPTEX
    SYSTEMS HOLDINGS, INC.	 
	 	 	 
	 	By:	/s/
    Karen L. Hawkins 	 
	 	 		(SEAL)
	 	Karen L. Hawkins, Chief Financial Officer	 
	 	 	 	 
	 	OPTEX
    SYSTEMS, INC.	 
	 	 	 
	 	By:	/s/
    Karen L. Hawkins 	 
	 	 		(SEAL)
	 	Karen L. Hawkins, Chief Financial Officer	 


 




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