Letter Agreement, dated December 31, 2016, between OMX Holdings, Inc. and Edgar Woolard

OMX HOLDINGS, INC.

4295 Hamilton Mill Road
Suite 100
Buford, GA 30518

December 31, 2016

Edgar Woolard

107 Via Capri

Palm Beach Gardens, FL 33418

Dear Ed:

You are the holder of 2,000 shares of OMX Holdings, Inc. (“OMX”) Series A Preferred Stock (the “Series A Stock”) pursuant to which you are entitled to the payment of dividends on the Series A Preferred Stock as of the date hereof in the amount of $115,890 (the “Accrued Dividends”).

You have agreed to treat the Accrued Dividends as advances to OMX which shall bear interest and be repayable in accordance with the terms of a promissory note dated as of the date hereof in substantially the form of Exhibit A attached hereto.

Kindly indicate your agreement with the foregoing by signing below in the space provided for your name.

Consented and agreed to:

___________________

Edgar Woolard