Exhibit 10.3

[Execution]

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT, dated December 29, 2021 (this “Amendment No. 2”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW, SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company (“TBS”), TESSCO INTEGRATED SOLUTIONS, LLC, a Delaware limited liability company (“TIS”), TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation (“TCI”), TESSCO FINANCIAL CORPORATION, a Delaware corporation (“TFC”), and WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation (“WSI”, and together Parent, TBS, TIS, TCI, TFC and any other Person that becomes a Guarantor under the Credit Agreement, each a “Guarantor” collectively “Guarantors”).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Credit Agreement, dated October 29, 2020, by and among Agent, Lenders and Borrowers, as amended by Amendment No. 1 to Credit Agreement, dated July 12, 2021 (as the same now exists and is supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, refinanced, renewed, restated or replaced, the “Credit Agreement”) and the other Loan Documents;

WHEREAS, Borrowers have requested certain consents and desire to amend certain provisions of the Credit Agreement as set forth herein, and Agent and Lenders are willing to provide such consents and agree to such amendments on the terms and subject to the conditions set forth herein; and

WHEREAS, by this Amendment No. 2, Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments and consents.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                  Definitions.

(a)               Additional Definitions. As used herein, the following terms shall have the meanings given to them below and the Credit Agreement and the other Loan Documents are hereby amended to include, in addition and not in limitation, the following definitions:

(i)               “Amendment No. 2” means Amendment No. 2 to Credit Agreement and Consent, dated December 29, 2021, by and among Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii)              “Reno Mortgage” means the Deed of Trust, Assignment or Rents, Security Agreement and Fixture Filing by Reno SPE in favor of First American Title Insurance Company for the benefit of Symetra Life Insurance Company (and its successors and assigns) with respect to the Reno Real Property to be entered into on or after the date of Amendment No. 2, in form and substance reasonably satisfactory to Agent.

(iii)             “Reno Real Property” means the Real Property (a) of Tessco prior to the consummation of the transfer permitted in Section 2(a) of this Amendment No. 2 and (b) of Reno SPE after the consummation of the transfer permitted in Section 2(a) of this Amendment No. 2, located at 4775 Aircenter Circle, Reno, Nevada 89502.

(iv)             “Reno SPE” means Tessco Reno Holding LLC, a Nevada limited liability company.

(b)               Amendment to Definitions.

(i)                 The definition of “Permitted Indebtedness” set forth in the Credit Agreement is hereby amended by (A) deleting the reference to “and” at the end of clause (p) therein, (B) deleting the period at the end of clause (q) therein and replacing it with “, and” and (C) adding the following new clause (r) at the end thereof:

“(r) Indebtedness of Reno SPE arising in connection with the Reno Mortgage, provided, that, (i) the aggregate principal amount of such Indebtedness shall not exceed $6,750,000 and shall be on terms and conditions reasonably satisfactory to Agent, (b) by no later than three (3) Business Days after the date of the incurrence of such Indebtedness, all of the Net Cash Proceeds thereof shall be remitted to the Agent Payment Account and applied to payment of the Obligations, but shall not reduce the Commitments and (c) such Indebtedness shall be incurred by no later than 60 days after the date of Amendment No. 2.”

(ii)              The definition of “Permitted Liens” set forth in the Credit Agreement is hereby amended by (A) deleting the reference to “and” at the end of clause (r) therein, (B) deleting the period at the end of clause (s) therein and replacing it with “, and” and (C) adding the following new clause (t) at the end thereof:

“(t) Liens of Symetra Life Insurance Company (and its successors and assigns) on the assets of the Reno SPE arising under the Reno Mortgage (including Liens on the Reno Real Property) to secure the Indebtedness permitted by clause (r) of the definition of Permitted Indebtedness;; provided, that, (i) Agent shall have received, in form and substance satisfactory to Agent, by no later than within thirty (30) days after the incurrence of such Liens, a mortgagee waiver and access agreement with respect to the Reno Real Property, duly authorized, executed and delivered by Symetra Life Insurance Company, Reno SPE and Borrowers and (ii) the Reno Mortgage shall be executed, dated and in full force and effect by no later than 60 days after the date of Amendment No. 2.”

(c)               Interpretation. For purposes of this Amendment No. 2, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 2.

2.                  Consents. Notwithstanding anything to the contrary contained in the Credit Agreement, Agent and Lenders hereby consent to:

(a)               (i) the transfer by Tessco to Reno SPE of the title to and ownership interests of the Reno Real Property, (ii) the simultaneous lease of the Reno Real Property from Reno SPE to Tessco pursuant to the Lease, dated on or about the date of Amendment No. 2, by and between Tessco and Reno SPE (the “Reno Lease”) and (iii) Tessco making monthly payments to Reno SPE (which Reno SPE shall, in turn, use to, among other things, pay amounts due under the Reno Mortgage in full) in respect of rent and other costs and expenses of Tessco arising under the Reno Lease in an amount not to exceed the average of $145,000 per month for the period commencing the month of January, 2022 and together with each month thereafter (and then, commencing the month of January, 2023 and for each month thereafter, such $145,000 monthly average is to be measured on a rolling twelve (12) month basis for the most recently ended twelve (12) month period) so long as, as of the date of making such payment and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing, provided, that, (A) each of such transfer and lease back shall occur by no later than 60 days after the date of Amendment No. 2 and (B) Borrowers shall deliver to Agent, together with the delivery of each Borrowing Base Certificate as required under the Credit Agreement, a report setting forth the aggregate amounts transferred by Tessco to Reno SPE during the month immediately prior to the month that such Borrowing Base is delivered and setting forth the average amounts transferred per month for the periods set forth above; and

(b)               Tessco not causing Reno SPE to be joined as a Guarantor under the Loan Documents as required under Section 5.11 of the Credit Agreement, provided, that, if the Indebtedness arising in connection with the Reno Mortgage permitted under clause (r) of the definition of Permitted Indebtedness has not been incurred and the Reno Mortgage permitted under clause (t) of the definition of Permitted Liens is not executed and in full force and effect, in each case, by no later than 30 days after the date of Amendment No. 2, the consent provided in this Section 2(b) shall no longer be effective and Tessco shall be required, by no later than 40 days after the date of Amendment No. 2, to cause Reno SPE to be joined as a Guarantor under the Loan Documents as required under and in accordance with Section 5.11 of the Credit Agreement.

3.                  Reno SPE Representation. Section 4 of the Credit Agreement is hereby amended by adding the following new Section 4.28 at the end thereof:

“4.28    Reno SPE.

(a)               Reno SPE shall not (a) own any assets (other than the Reno Real Property and assets related thereto (including cash from lease rental payments) and other than assets of a non-material nature (including capitalization in an amount not to exceed $150,000), (b) have any liabilities (other than (i) liabilities in connection with the Reno Mortgage and the other loan documents executed in connection therewith, as permitted under the Credit Agreement, (ii) liabilities in connection with the ownership and operation of the Reno Real Property and its lease to Tessco, (iii) liabilities arising by operation of law and (iv) other liabilities of a non-material nature), (c) engage in any business activity other than activity related to its ownership of the Reno Real Property and (d) maintain or hold cash on hand (whether in any of its bank accounts or otherwise) at any time in an aggregate amount in excess of $175,000.

(b)               (i) In addition to the financial statements required to be delivered to Agent pursuant to Section 5.1 of the Credit Agreement, Borrowers shall deliver, or cause to be delivered, to Agent, together with each delivery of financial statements required under Section 5.1, the comparable type of financial statements of the Reno SPE covering the same time periods, and (ii) Tessco shall deliver, or cause to be delivered, to Agent, by no later than two (2) days after they become available from the applicable banks, monthly bank statements reflecting the balances and activity of all bank accounts maintained by the Reno SPE.”

4.                  Amendment Fee. In consideration of the amendments and consents set forth herein, Borrowers shall on the date hereof, pay to Agent, for the account of Lenders, or Agent, at its option, may charge the loan account of Borrowers maintained by Agent, an amendment fee in the amount of $10,000, which fee is fully earned and payable as of the date hereof and shall constitute part of the Obligations.

5.                  Representations and Warranties. Each Borrower and each Guarantor represents and warrants with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof:

(a)               no Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 2;

(b)              this Amendment No. 2 and each other agreement to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Consent, the “Amendment No. 2 Documents”) has been duly authorized, executed and delivered by all necessary corporate or limited liability company action on the part of each Borrower and each Guarantor which is a party hereto and, if necessary, its equity holders and is in full force and effect as of the date hereof and the agreements and obligations of each Borrower and each Guarantor contained herein and therein constitute legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each Borrower and each Guarantor in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;

(c)               the execution, delivery and performance of each Amendment No. 2 Document (i) are all within each Borrower’s and each Guarantor’s corporate or limited liability company powers and (ii) are not (A) in violation of any provision of federal, state or local law or regulation applicable to any Borrower or any Guarantor or the Governing Documents of any Borrower or any Guarantor, where any such violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Borrower or any Guarantor, where any such conflict, breach or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(d)               all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.

6.                  Conditions Precedent. The amendments and consents contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent:

(a)               Agent shall have received counterparts of this Amendment No. 2, duly authorized, executed and delivered by Borrowers, Guarantors and the Lenders;

(b)               Agent shall have received, in form and substance satisfactory to Agent, a Collateral Access Agreement in connection with the Reno Real Property, duly authorized, executed and delivered by Reno SPE;

(c)               Agent shall have received in immediately available funds (or Agent has charged the loan account of Borrowers) the full amount of the fee referred to in Section 4 hereof; and

(d)               no Default or Event of Default shall exist or have occurred and be continuing, as of the date of Amendment No. 2.

7.                  Effect of this Amendment. Except as expressly set forth herein, no other amendments, consents, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Borrower shall not be entitled to any other or further amendment by virtue of the provisions of this Consent or with respect to the subject matter of this Consent. To the extent of conflict between the terms of this Amendment No. 2 and the other Loan Documents, the terms of this Amendment No. 2 shall control. The Credit Agreement and this Amendment No. 2 shall be read and construed as one agreement.

8.               Governing Law. The validity, interpretation and enforcement of this Consent and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

9.                Binding Effect. This Amendment No. 2 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10.             Entire Agreement. This Amendment No. 2 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

11.             Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 2.

12.             Counterparts. This Amendment No. 2, any documents executed in connection herewith and any notices delivered under this Amendment No. 2, may be executed by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment No. 2 or on any notice delivered to Agent under this Amendment No. 2. This Amendment No. 2 and any notices delivered under this Amendment No. 2 may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 2 and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of this Amendment No. 2 or notice.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their authorized officers as of the day and year first above written.

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Agent and a Lender

Exhibit 10.4

LEASE

THIS LEASE is entered into as of the 29th day of December, 2021 (the “Effective Date”) between TESSCO RENO HOLDING, LLC, a Nevada limited liability company (hereinafter “Lessor”), and TESSCO INCORPORATED, a Delaware corporation (hereinafter “Lessee”).

Lessor hereby leases to the Lessee the following that certain real property owned by Lessor and commonly known as APN 021-467-22 located at 4775 Aircenter Circle, Reno, Nevada 89502 in Washoe County, Nevada, as more particularly described on Exhibit A hereto (the “Premises”).

This Lease shall commence as of the Effective Date and continue until the fifteenth (15^th) anniversary of the Effective Date (the “Term”), unless sooner terminated as provided herein.

On the first day of each month during the Term of this Lease, Lessee shall pay to the Lessor, as a minimum monthly rental, without deduction or offset or demand, the sum of Sixty Five Thousand One Hundred Sixty Six and 67/100 Dollars ($65,166.67), payable in advance and prorated for the first month in which the Effective Date falls. Rent shall become payable as of the Effective Date. Payment of rent shall be made to Lessor at the address provided in Section 15 hereof, or at such other address as Lessor may from time to time designate by written notice to Lessee.

This Lease shall be a “Triple Net Lease” and Lessee recognizes and acknowledges, notwithstanding terms or provisions to the contrary provided for herein and without limiting the generality of the other terms or provisions of this Lease, that it is the intent of the parties hereto that any and all rent in this Lease provided to be paid by Lessee to Lessor, shall be net to Lessor, and any and all expenses incurred in connection with the Premises, or in connection with the operations thereon, including but not limited to any administrative expenses, management services, outside professional services, all taxes, assessments, general or special license fees, insurance premiums, public utility bills and costs of repair, maintenance and operation of the Premises and all buildings, structures, roofs, permanent fixtures and other improvements comprised therein, together with the appurtenances thereto, shall be paid by Lessee, in addition to the minimum monthly rental provided for herein.

Lessee shall use and operate the Premises to operate, manage and conduct any lawful purposes consistent with the matters of record governing use of the property of which the Premises are a part.

Lessee shall pay all applicable license fees and taxes, excluding real property taxes, and comply with all governmental laws, regulations and ordinances which now or hereafter may appertain to the operation and use of the Premises.

Lessee shall maintain the Premises in neat and orderly condition and in good repair, reasonable wear and tear excepted. Lessee shall be responsible for all utility charges.

Lessee has inspected the Premises and is leasing same in “as is - where-is” condition. Lessee shall maintain the Premises in good condition and repair, reasonable wear and tear excepted, and shall not materially alter, modify or change the Premises without the written consent of the Lessor. Any repairs, alterations, modifications, and improvements consented to by the Lessor shall be done at the expense and in compliance with all building codes pertaining thereto, and Lessee hereby holds Lessor harmless and will indemnify Lessor from any and all costs or expenses associated with the removal, satisfaction or bonding of mechanic’s liens recorded against the Premises for work done at Lessee’s request.

Lessee waives all claims against the Lessor for damages to goods or injuries to persons on or about the Premises for any cause arising at any time during the Term of this Lease. Lessee will indemnify Lessor on account of any damage or injury to persons or property arising from the use of the Premises by the Lessee, except to the extent such damage or injury is caused by the gross negligence or willful misconduct of Lessor or its agents.

Lessee agrees to maintain throughout the Term general liability and property damage insurance with a company satisfactory to the Lessor and with combined, single limits of not less than $1,000,000 in respect of bodily injury or death to any one person and not less than $1,000,000 in respect of any one occurrence or accident and not less than $1,000,000 for property damage. Said policy shall name the Lessor as an additional insured. In addition, Lessee shall provide fire and extended coverage insurance naming Lessor as an additional insured on the personal property, sufficient to cover the replacement cost thereof.

If, during the Term, the Premises are, without the fault of Lessee, destroyed by fire, or other action of the elements, or are partially so destroyed so as to cause them to be wholly unfit for occupancy, or if the Premises are so badly injured or damaged that they cannot be repaired with reasonable diligence within one (1) month after such destruction or damage, then the Lessee, at its election, may terminate this Lease; upon the happening of such casualty or event, the rent hereunder is suspended; upon written notice from the Lessor that restoration is completed after such casualty, this Lease, including without limitation Lessee’s payment of the rent, shall resume and the Term extended for such suspension shall resume.

If default be made in the payment of rent herein specified or the performance of any other covenant by Lessee required to be performed, then, after ten (10) days written notice to Lessee of such default, if it is not corrected within that time, Lessor may enter upon said Premises and terminate this Lease and remove all persons or property therefrom. In the event Lessor or Lessee is required to resort to legal action to enforce any of the provisions hereof, the court shall award reasonable attorney’s fees to the prevailing party. Following Lessee’s default and failure to cure, Lessor may, at its option, re-rent the Premises without terminating the Lease at a reasonable rental, and Lessee shall pay any deficiency thereof, together with costs incurred by Lessor in connection therewith.

Lessor, or its agent, shall have access to the Premises during normal business hours, upon reasonable written notice to Lessee for the purpose of examining or inspecting the condition thereof, and to exhibit the Premises to prospective purchasers.

Lessee shall not assign this Lease or any interest therein, nor shall Lessee sublet the demised Premises or any portion thereof, or any right or privilege appurtenant thereto, without the prior written consent of Lessor. Any assignment or subletting made by Lessee without the prior written consent of Lessor shall be void.

Lessee shall quit and surrender the said Premises at the expiration or other termination hereof, in good order and condition, reasonable amount of wear and use excepted (damage by the elements expected). If Lessee shall remain in possession of the Premises after the expiration of Term or any extension thereof, Lessor may elect to treat Lessee as a month-to-month tenant. During such month-to-month tenancy, rent shall be payable at the same rate as that in effect during the last month of the preceding term, and the provisions of this Lease shall be applicable.

Whenever under this Lease a provision is made for notice/payment of any kind, it shall be deemed sufficient notice/payment and service thereof if such notice/payment is in writing, addressed as follows:

The waiver of one condition, covenant or agreement provided for herein shall not be deemed a waiver in respect to any or all other conditions, covenants or agreements contained herein. The remedies herein expressly given to Lessor shall be cumulative and are not intended to be exclusive of any other remedies or means of redress of which the Lessor may be lawfully entitled. The exercise of any one remedy by Lessor shall not exclude the use of any other remedy or remedies.

Lessee agrees that this Lease shall at all times be subject and subordinate to the lien of any mortgage or deed of trust, said term to include security instruments, that may be placed upon the leased Premises by Lessor. Lessee agrees upon demand, without cost, to execute any instrument that may be required to effect said subordination; provided, however, as a condition of said subordination, Lessor shall obtain from the mortgagee/beneficiary in writing an agreement that so long as Lessee faithfully performs its obligations under the terms of this Lease, its tenancy shall not be disturbed, nor shall the Lease be affected by any default of such mortgage. In the event of foreclosure, the rights of Lessee hereunder shall expressly survive and the Lease shall continue in all respects provided Lessee fully performs its obligations hereunder.

In the event that the Premises or the building of which they are a part shall be condemned or taken in any manner for any public or quasi-public use, this Lease shall then cease and be terminated on the date the property is so taken. Lessor shall receive the total of any consequential damages awarded as a result of condemnation proceedings.

This Lease contains the entire agreement between Lessor and Lessee and shall not be modified in any manner except by an instrument in writing signed by Lessor and Lessee. There are no oral understandings, terms or conditions, and Lessee has not relied upon any representation, express or implied, by Lessor not contained in this Lease.

If any term of provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

This Lease shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of Nevada.

Time shall be of the essence as to all dates and times of performance.

Subject to Section 13 hereof, the covenants, terms, conditions, provisions and undertakings in this Lease or in any renewal thereof shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of the respective parties hereto, as if they were in every case named and expressed, and shall be construed as covenants running with the land; and wherever reference is made to either of the parties hereto, it shall be held to include and apply also to the heirs, executors, administrators, successors and assigns of such party, as if in each and every case so expressed.

Lessor covenants and represents that Lessor has the full right and power to execute and deliver this Lease, and to grant the estate leased herein; and that Lessee, on timely paying the rents and performing the terms and agreements herein contained shall peaceably and quietly have, hold, and enjoy the Premises and all right appurtenant thereto throughout the Term of the Lease.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

EXHIBIT A

PREMISES

The land referred to herein below is situated in the County of Washoe, State of Nevada, and described as follows:

PARCEL 1:

PARCEL B OF PARCEL MAP NO. 4946 FOR TESSCO INCORPORATED FILED IN THE OFFICE OF THE COUNTY RECORDER OF WASHOE COUNTY, STATE OF NEVADA ON OCTOBER 10, 2006 AS FILE NO. 3695706, OFFICIAL RECORDS.

PARCEL 2:

ALL THOSE CERTAIN EASEMENT RIGHTS AS SET FORTH AND DEFINED IN THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED APRIL 4, 1985 AS DOCUMENT NO. 989073, OFFICIAL RECORDS, WASHOE COUNTY, STATE OF NEVADA, AND ANY AMENDMENTS AND ANNEXATIONS THERETO.

Exhibit 10.5

[Execution]

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT, dated January 5, 2022 (this “Amendment No. 3”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW, SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company (“TBS”), TESSCO INTEGRATED SOLUTIONS, LLC, a Delaware limited liability company (“TIS”), TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation (“TCI”), TESSCO FINANCIAL CORPORATION, a Delaware corporation (“TFC”), and WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation (“WSI”, and together Parent, TBS, TIS, TCI, TFC and any other Person that becomes a Guarantor under the Credit Agreement, each a “Guarantor” collectively “Guarantors”).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Credit Agreement, dated October 29, 2020, by and among Agent, Lenders and Borrowers, as amended by Amendment No. 1 to Credit Agreement, dated July 12, 2021 and Amendment No. 2 to Credit Agreement, dated December 29, 2021 (as the same now exists and is supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, refinanced, renewed, restated or replaced, the “Credit Agreement”) and the other Loan Documents;

WHEREAS, Borrowers desire to amend certain provisions of the Credit Agreement and the Guaranty and Security Agreement as set forth herein, and Agent and Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein; and

WHEREAS, by this Amendment No. 3, Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendment.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                  Definitions.

(a)               Additional Definitions. As used herein, the following terms shall have the meanings given to them below and the Credit Agreement and the other Loan Documents are hereby amended to include, in addition and not in limitation, the following definitions:

(i)                 “Aged Inventory Cap” means (a) for the period from the date of Amendment No. 3 through and including February 28, 2022, $3,500,000, (b) for the period from March 1, 2022 through and including May 31, 2022, $3,000,000, (c) for the period from June 1, 2022 through and including August 31, 2022, $2,750,000, (d) for the period from September 1, 2022 through and including November 30, 2022, $2,500,000, (e) for the period from December 1, 2022 through and including March 31, 2023, $2,250,000 and (f) from April 1, 2023 and at all times thereafter, $2,000,000.

(ii)              “Amendment No. 3” means Amendment No. 3 to Credit Agreement, dated January [_], 2022, by and among Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(iii)            “Availability Block” means $10,000,000; provided, that, such amount shall be zero ($0) on and after the first day on or after January 1, 2023 that no Default or Event of Default shall exist.

(iv)             “Hunt Valley Mortgage Release Conditions” means, collectively, each of the following: (a) the Fixed Charge Coverage Ratio, for each 12 month period for six (6) consecutive months for which Agent has received financial statements as required under Section 5.1, shall be not less than 1.00 to 1.00, (b) in the event that the condition in clause (a) above is satisfied, Excess Availability, on such date of satisfaction and for each of the immediately preceding thirty (30) consecutive days, shall be not less than $17,500,000 and (c) no Default or Event of Default shall exist.

(v)               “Monthly Average Excess Availability” means, at any time, the daily average of the aggregate amount of the Excess Availability for the immediately preceding calendar month, commencing on the first day of such calendar month.

(b)               Amendment to Definitions.

(i)                 As of January 1, 2022, the definition of “Applicable Margin” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Applicable Margin’ means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable, the applicable margin as follows:

(a) in the case of a Base Rate Loan, (i) one and one-quarter percent (1.25%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is less than forty percent (40%) of the Maximum Revolver Amount, and (ii) one percent (1.00%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is greater than or equal to forty percent (40%) of the Maximum Revolver Amount (each such applicable rate, the “Base Rate Margin”), provided, that, for the period from January 1, 2022 through and including [December 31, 2022]1, the Base Rate Margin shall be as set forth in clause (a)(i) above,

1 NTD: This December 31, 2022 date in each of clauses (a), (b) and (c) is assuming this Amendment closes by January 3, 2022.

(b) in the case of a LIBOR Rate Loan consisting of Revolving Loans bearing interest at a rate determined by reference to the LIBOR Rate, (i) two and one-quarter percent (2.25%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is less than forty percent (40%) of the Maximum Revolver Amount and (ii) two percent (2.00%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is greater than or equal to forty percent (40%) of the Maximum Revolver Amount (each such applicable rate, the “LIBOR Rate Margin”), provided, that, for the period from January 1, 2022 through and including [December 31, 2022], the LIBOR Rate Margin shall be as set forth in clause (b)(i) above, and

(c) in the case of a LIBOR Rate Loan consisting of Revolving Loans bearing interest at a rate determined by reference to the Daily One Month LIBOR, (i) two and one-quarter percent (2.25%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is less than forty percent (40%) of the Maximum Revolver Amount, and (ii) two percent (2.00%) at all times that the Monthly Average Excess Availability for the most recently ended calendar month is greater than or equal to forty percent (40%) of the Maximum Revolver Amount (each such applicable rate, the “Daily One Month LIBOR Rate Margin”), provided, that, for the period from January 1, 2022 through and including [December 31, 2022], the Daily One Month LIBOR Rate Margin shall be as set forth in clause (c)(i) above.

On and after January 1, 2023, the Applicable Margin shall be re-determined as of the first day of each month.”

(ii)              The definition of “Benchmark Replacement” set forth in Schedule 2.16 to the Credit Agreement is hereby amended by deleting the proviso therein in its entirety and replacing with the following:

“provided, that, if the Benchmark Replacement as so determined would be less than zero percent (0.00%), the Benchmark Replacement will be deemed to be zero percent (0.00%) for purposes of this Agreement.”

(iii)            The definition of “Borrowing Base” set forth in the Credit Agreement is hereby amended by deleting the reference to “$4,000,000” contained in clause (c)(i) thereof and replacing it with “Aged Inventory Cap”.

(iv)             The definition of “Cash Dominion Event” set forth in the Guaranty and Security Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Cash Dominion Event’ means the occurrence of either of the following: (a) Excess Availability is less than the greater of (x) 18.75% of the Maximum Revolver Amount and (y) $15,000,000 for 5 consecutive Business Days, or (b) the occurrence and continuance of any Event of Default; provided, that, (i) to the extent that the Cash Dominion Event has occurred due to clause (a) of this definition, if Excess Availability shall be equal to or greater than the applicable amount for at least 45 consecutive days thereafter, the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Excess Availability may again be less than the applicable amount provided for in clause (a) of this definition, (ii) to the extent that the Cash Dominion Event has occurred due to clause (b) of this definition, if such Event of Default is cured or waived or otherwise no longer exists for a period of at least 45 consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing, and (iii) a Cash Dominion Event may not be cured as contemplated by clause (i) or (ii) above more than three (3) times in any twelve (12) month period or more than six (6) times during the term of this Agreement.”

(v)               The definition of “Covenant Testing Period” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Covenant Testing Period’ means a period (a) commencing on the last day of the fiscal month of Parent most recently ended prior to a Covenant Trigger Event for which Borrowers are required to deliver to Agent monthly or annual financial statements pursuant to Schedule 5.1 to this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Excess Availability has not been less than the greater of (a) 18.75% of the Maximum Revolver Amount and (b) $15,000,000, in each case, for 45 consecutive days.”

(vi)             The definition of “Covenant Trigger Event” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Covenant Trigger Event’ means if, at any time after the Availability Block is zero, Excess Availability is less than the greater of (a) 18.75% of the Maximum Revolver Amount and (b) $15,000,000.”

(vii)          The definition of “Daily One Month LIBOR” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Daily One Month LIBOR’ means, as to any day, the rate per annum as published by ICE Benchmark Administration Limited (or any successor or other commercially available source of the London interbank offered rate as Lender may designate from time to time) as of 11:00 a.m., London time, on such day (or, for any day that is not a Business Day, the immediately preceding Business Day) for US dollar deposits for a one month period (and, if any such published rate is below zero percent (0.00%), then the rate determined pursuant to this definition shall be deemed to be zero percent (0.00%)). Each determination of Daily One Month LIBOR shall be made by Agent and shall be conclusive in the absence of manifest error.”

(viii)        The definition of “Increased Reporting Event” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Increased Reporting Event’ means if at any time Excess Availability is less than the greater of (a) 18.75% of the Maximum Revolver Amount and (b) $15,000,000.”

(ix)             The definition of “LIBOR Rate” set forth in the Credit Agreement is hereby amended by deleting the reference therein to “(and, if any such published rate is below 0.25%, then the LIBOR Rate shall be deemed to be 0.25%)” and replacing it with “(and, if any such published rate is below zero percent (0.00%), then the LIBOR Rate shall be deemed to be zero percent (0.00%))”.

(x)               The definition of “Maximum Revolver Amount” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Maximum Revolver Amount’ means $80,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.14 of this Agreement.”

(c)               Interpretation. For purposes of this Amendment No. 3, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 3.

2.                  Applicable Period. As of the date of this Amendment No. 3, the Applicable Period referenced in Amendment No. 1 shall be deemed to have ended and all amendments set forth in Amendment No. 3 that were to be effective only during the Applicable Period shall hereby cease to be effective and all such applicable provisions and references shall revert back to being as in effect immediately prior to the effectiveness of Amendment No. 1, except to the extent amended by this Amendment No. 3.

3.                  Availability Block.

(a)               Notwithstanding anything to the contrary set forth in the Credit Agreement, at all times, Availability shall be reduced by the amount of the Availability Block.

(b)               Any calculation of Excess Availability for purposes of any tests in the Credit Agreement shall be determined without giving effect to the Availability Block.

4.                  Unused Line Fee. Section 2.10(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Unused Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused Line Fee”) in an amount equal to one-quarter of one percent (0.25%) per annum times the excess, if any, of (i) the aggregate amount of the Revolver Commitments, over (ii) the Average Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable, in arrears, on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full.”

5.                  Reporting. Section 5.2 of the Credit Agreement is hereby amended by adding the following new sentence at the end thereof:

“In addition to all other reports required to be delivered hereunder, Borrowers shall deliver to Agent, together with the delivery of each Borrowing Base Certificate, an updated eight (8) week rolling cash flow forecast, in form and containing information satisfactory to Agent.”

6.                  Schedule C-1 to Credit Agreement (Commitments). Schedule C-1 to Credit Agreement is hereby deleted in its entirety and replaced with the Schedule C-1 to Credit Agreement attached as Exhibit A to this Amendment No. 3.

7.                  Amendment Fee. In consideration of the amendments set forth herein, Borrowers shall on the date hereof, pay to Agent, for the account of Lenders, or Agent, at its option, may charge the loan account of Borrowers maintained by Agent, an amendment fee in the amount of $15,000, which fee is fully earned and payable as of the date hereof and shall constitute part of the Obligations. In addition, Borrowers agree and acknowledge that Agent shall, on the date hereof, charge the loan account of Borrowers maintained by Agent the amendment fee set forth in Section 4 of Amendment No. 2 in the amount of $10,000.

8.                  Representations and Warranties. Each Borrower and each Guarantor represents and warrants with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof:

(a)               no Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 3;

(b)               this Amendment No. 3 and each other agreement to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 3, the “Amendment No. 3 Documents”) has been duly authorized, executed and delivered by all necessary corporate or limited liability company action on the part of each Borrower and each Guarantor which is a party hereto and, if necessary, its equity holders and is in full force and effect as of the date hereof and the agreements and obligations of each Borrower and each Guarantor contained herein and therein constitute legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each Borrower and each Guarantor in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;

(c)               the execution, delivery and performance of each Amendment No. 3 Document (i) are all within each Borrower’s and each Guarantor’s corporate or limited liability company powers and (ii) are not (A) in violation of any provision of federal, state or local law or regulation applicable to any Borrower or any Guarantor or the Governing Documents of any Borrower or any Guarantor, where any such violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Borrower or any Guarantor, where any such conflict, breach or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(d)               all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.

9.                  Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent:

(a)               Agent shall have received counterparts of this Amendment No. 3, duly authorized, executed and delivered by Borrowers, Guarantors and the Lenders;

(b)               Agent shall have received in immediately available funds (or Agent has charged the loan account of Borrowers) the full amount of the fee referred to in Section 7 hereof;

(c)               Agent shall have received internal Flood Disaster Prevention Act approval; and

(d)               no Default or Event of Default shall exist or have occurred and be continuing, as of the date of Amendment No. 3.

10.              Conditions Subsequent.

(a)               Agent shall have received, by no later than sixty (60) days after the date of this Amendment No. 3, each of the following, each in form and substance satisfactory to Agent:

(i)              a Mortgage (the “Hunt Valley Mortgage”) with respect to the Real Property of Borrower located at 11126 McCormick Rd, Hunt Valley, Maryland (the “Hunt Valley Real Property”), which will secure Obligations of not more than $15,000,000,

(ii)              a mortgagee title insurance policy issued by a title insurance company satisfactory to Agent in amounts satisfactory to Agent (but in no event more than the amount of the Hunt Valley Mortgage) assuring Agent that the Hunt Valley Mortgage is a valid and enforceable first priority mortgage Lien on the Hunt Valley Real Property free and clear of all defects and encumbrances except Permitted Liens, and otherwise in form and substance satisfactory to Agent,

(iii)            an ALTA/NSPS land title survey of the Hunt Valley Real Property in form and substance satisfactory to Agent, and

(iv)             flood certifications (and, if applicable, acceptable flood insurance and FEMA form acknowledgements of insurance) with respect to the Hunt Valley Real Property.

(b)               In the event that, at any time after the date that the conditions in Section 10(a) above have been satisfied, each of the Hunt Valley Mortgage Release Conditions have been satisfied, Agent shall release the Hunt Valley Mortgage.

11.              Effect of this Amendment. Except as expressly set forth herein, no other amendments, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Borrower shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 3 or with respect to the subject matter of this Amendment No. 3. To the extent of conflict between the terms of this Amendment No. 3 and the other Loan Documents, the terms of this Amendment No. 3 shall control. The Credit Agreement and this Amendment No. 3 shall be read and construed as one agreement.

12.              Governing Law. The validity, interpretation and enforcement of this Amendment No. 3 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

13.              Binding Effect. This Amendment No. 3 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

14.              Entire Agreement. This Amendment No. 3 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

15.              Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 3.

16.              Counterparts. This Amendment No. 3, any documents executed in connection herewith and any notices delivered under this Amendment No. 3, may be executed by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment No. 3 or on any notice delivered to Agent under this Amendment No. 3. This Amendment No. 3 and any notices delivered under this Amendment No. 3 may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 3 and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of this Amendment No. 3 or notice.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered by their authorized officers as of the day and year first above written.

Exhibit A
to
Amendment No. 3 to Credit Agreement

See attached.