Letter Agreement, dated as of May 1, 2018, between OMX Holdings, Inc. and Edgar Woolard

OMX HOLDINGS, INC.

4295 Hamilton Road

Suite 100

Buford, GA 30518

As of May 1, 2018

Edgar Woolard

107 Via Capri

Palm Beach Gardens, FL 33418

Dear Mr. Woolard

You are the sole holder of the 2,000 issued and outstanding shares (the “Shares”) of OMX Holdings, Inc. (“OMX”) Series A Preferred Stock (the “Series A Preferred Stock”). Pursuant to Article II B.2.b of OMX’s Amended and Restated Certificate of Incorporation, the Series A Preferred Stock provide for payment of a dividend of $50.00 per share of Series A Preferred Stock per annum (the “Dividend Rate”) from funds legally available therefor. At April 30, 2018, an aggregate of $248,767 of accrued dividends (the “Accrued Dividends”) remain unpaid.

By a Letter Agreement dated as of December 31, 2016 (the “December 2016 Letter Agreement”), we provided for payment of the certain accrued dividends and certain advances to OMX in accordance with the terms of that certain Grid Note dated December 31, 2016 (the “Grid Note”).

We hereby agree to the following revised terms with respect to payment of the Accrued Dividends, the amount due to you under the Grid Note, and dividends payable on the Shares with respect to future periods:

Edgar Woolard

May 1, 2018

Page 2

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

CONSENTED AND AGREED TO:

_______________________________

Edgard Woolard

SCHEDULE A

Payment Schedule

($ in 000’s)