Exhibit 10.1

MORTGAGE MODIFICATION AGREEMENT

Dated: As of August 5, 2019

between

555 N Research Corporation

having an office at:

555 North Research Place

Central Islip, New York 11722

(the “Mortgagor”)

and

HSBC Bank USA, National Association

a national banking association organized under the laws of the United States of America

having an office at:

534 Broad Hollow Road

Melville, New York 11747

(the “Mortgagee”)

MORTGAGE MODIFICATION AGREEMENT

Mortgage Modification Agreement (hereinafter referred to as this “Agreement”) dated as of August 5, 2019 between HSBC Bank USA, National Association, having an office at 534 Broad Hollow Road, Melville, New York 11747 (the “Mortgagee”) and 555 N Research Corporation, a New York corporation, having an office at 555 North Research Place, Central Islip, New York (the “Mortgagor”).

WITNESSETH :

WHEREAS, the Mortgagor and the Mortgagee executed an Fee and Leasehold Mortgage, Security Agreement and Fixture Filing dated November 30, 2017 (the “Mortgage”) in connection with a certain mortgage loan made by the Mortgagee in favor of the Mortgagor in the original principal amount of Ten Million Three Hundred Eighty-Seven Thousand Five Hundred and 00/100 ($10,387,500.00) Dollars and interest thereon (the “Loan”) encumbering premises described in the Mortgage, which Mortgage secures a certain Note in the original principal amount of Ten Million Three Hundred Eighty-Seven Thousand Five Hundred and 00/100 ($10,387,500.00) Dollars dated November 30, 2017 (including any modifications, restatements or substitutions thereof, the “Note”); and

WHEREAS, the Mortgagor has requested that the Mortgagee remove the Fixed Charge Covenant Ratio from Section 1.11(f) of the Mortgage and replace it with a Liquidity Covenant, and the Mortgagee is willing to remove the Fixed Charge Covenant Ratio from Section 1.11(f) of the Mortgage and replace it with a Liquidity Covenant subject to the further provisions herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Mortgagee and the Mortgagor agree as follows:

1.     The following defined terms shall be added to the Mortgage in the “Certain Definitions” section as follows:

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. Sec. 1010.230.”

2.      The Mortgagor represents and warrants that the principal amount outstanding under the Note, as of August 2, 2019, is $9,806,623.19 together with interest thereon (the “Indebtedness”), which Indebtedness is due and owing without counterclaims, defenses or offsets.

3.     Section 1.11(f) of the Mortgage is hereby deleted and the following Section 1.11(f) shall be inserted in lieu thereof:

“(f)     CVD Equipment Corporation and its consolidated subsidiaries shall own and maintain minimum Liquid Assets of (i) at least $3,000,000 at all times for the balance of the calendar year ending December 31, 2019 (ii) $3,250,000 as of March 31, 2020, (iii) $3,500,000 as of September 30, 2020, (iv) $3,750,000 as of March 31, 2021, (v) $4,000,000 as of September 30, 2021, and (vi) $4,000,000 as of each quarter end thereafter as determined by the Mortgagee. As used herein, the term "Liquid Assets" shall be deemed to mean assets of the following types and nature so long as such are not pledged, encumbered, hypothecated, subject to rights of offset or otherwise restricted:

(i) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(ii) time deposits with, or insured certificates of deposit or bankers' acceptances of, any commercial bank that (i) (A) is Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (iii) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(iii) commercial paper issued by any entity organized under the laws of any state of the United States of America and rated at least "Prime‑1" (or the then equivalent grade) by Moody's or at least "A‑1" (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(iv) demand deposit accounts, money market accounts or similar investments classified in accordance with GAAP as current assets of CVD Equipment Corporation and its consolidated subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody's or S&P, and the portfolios of which are limited solely to investments of the character, quality and maturity described in clauses (i), (ii) and (iii) of this definition.”

4.     A new Section 3.27 is hereby added to the Mortgage:

“SECTION 3.27.      The Mortgagor represents, warrants and covenants as follows:

(a)     None of the Mortgagor, any of its subsidiaries, any director or officer, or any employee, agent, or affiliate, of the Mortgagor or any of its subsidiaries is an individual or entity ("Person") that is, or is owned or controlled by Persons that are, (i) the target of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or the Hong Kong Monetary Authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria.

(b)       None of the Mortgagor or any of its subsidiaries nor to the knowledge of the Mortgagor, any director, officer, agent, employee, affiliate or other person acting on behalf of the Mortgagor or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the "UK Bribery Act") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). Furthermore, the Mortgagor and, to the knowledge of the Mortgagor, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(c)      The Mortgagor, has not and will not, directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loan, whether as underwriter, advisor, investor or otherwise).

(d)     No part of the proceeds of the Loan has or will be used, directly or indirectly, for any payments that could constitute a violation of any applicable anti-bribery law.”

5.     A new Section 3.28 is hereby added to the Mortgage as follows:

“Section 3.28.     As of the date hereof, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.”

6.     A new Section 3.29 is hereby added to the Mortgage as follows:

“Section 3.29.     Promptly following any request therefor, provide information and documentation reasonably requested by Lender for purpose of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation.”

7.     The Mortgagor hereby reaffirms and ratifies all of the terms, conditions, representations and covenants contained in the Assignment of Leases and Rents executed by the Mortgagor dated November 30, 2017 and an ADA and Environmental Indemnity Agreement dated November 30, 2017.

8.     Except as expressly provided in this Agreement, all of the terms, provisions, covenants and conditions of the Loan Documents (as defined in the Mortgage but as may be restated on the date hereof) shall be and remain in full force and effect as written therein, unmodified hereby. The Mortgagor hereby further ratifies and acknowledges the continuing validity and enforceability of the Loan Documents as herein modified and the obligations and liens evidenced thereby. In the event of any conflict between the terms, provisions, covenants and conditions of this Agreement and the Loan Documents, this Agreement shall control. This Agreement shall not waive, suspend, diminish or impair the Loan Documents or the obligations, liabilities, liens or security interests represented thereby.

9.     The execution and delivery of this Agreement shall not extinguish the Indebtedness and no part thereof shall be discharged, distributed, cancelled or impaired by the execution and delivery of this Agreement or any further instruments securing the Indebtedness and any other or further indebtedness.

10.     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

11.     By executing this Agreement, the undersigned represents that the Mortgagor has the power to execute this Agreement, and the execution of this Agreement has been duly authorized by all necessary corporate action, and that the authority of the undersigned to execute this Agreement as Chief Financial Officer and bind the Mortgagor as stated in the Secretary Certificate-Corporate Borrower of even date herewith

12.     This Agreement may be executed in one or more counterparts (including by facsimile or PDF electronic transmission), each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

13.     This Agreement and the other documents to be delivered hereunder, constitute the valid and binding obligation of the Mortgagor and are enforceable against the Mortgagor in accordance with their terms, provisions, covenants and conditions.

14.     The Mortgagor represents and warrants that it is, and shall continue to be, in compliance with all of the covenants, representations and warranties contained in the Loan Documents.

15.     In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

16.     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and assigns.

17.     This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.

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IN WITNESS WHEREOF, this Mortgage Modification Agreement has been duly executed by the Mortgagor and the Mortgagee on the date written in the opening paragraph of this Agreement.

On the ______ day of August in the year 2019, before me, the undersigned, personally appeared Jose L. Won, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

__________________________________
          Notary Public                       

On the ______ day of August in the year 2019, before me, the undersigned, personally appeared Thomas McNeill, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

                              __________________________________
                                        Notary Public                    

Exhibit 10.2

REAFFIRMATION

OF UNLIMITED CONTINUING GUARANTY

This REAFFIRMATION OF UNLIMITED GUARANTY (the “Reaffirmation”), dated as of August 5, 2019, made by CVD Equipment Corporation (the “Guarantor”), in favor of HSBC Bank USA, National Association, having an office at 534 Broad Hollow Road, Melville, New York 11747 (the “Bank”).

WITNESSETH:

WHEREAS, the Guarantor has executed and delivered certain Unlimited Guaranty dated November 30, 2017 made by the undersigned Guarantor in favor of the Bank (the "Original Guaranty") guaranteeing the payment and performance of all obligations of 555 N Research Corporation (the “Borrower) to the Bank; and

WHEREAS, the Borrower is now executing an Mortgage Modification Agreement of even date herewith (all of the loan documents executed in connection with the Mortgage Modification Agreement and Original Guaranty, including the documents executed in connection with the original mortgage loan made to Borrower in the amount of Ten Million Three Hundred Eighty-Seven Thousand Five Hundred and 00/100 ($10,387,500.00) Dollars dated November 30, 2017, and as same may modified or restated, collectively the “Loan Documents”), and in connection therewith, the Bank requires that the Guarantor reaffirm and ratify all the terms, conditions, representations and covenants contained in the Original Guaranty.

NOW, THEREFORE, for good and valuable consideration the Guarantors hereby irrevocably and unconditionally acknowledge and confirm to the Bank, and its successors and assigns, the following:

1.     The Guaranty continues in full force and effect and is a valid and binding obligation of the undersigned Guarantor in accordance with the terms of the Original Guaranty, that no defenses, offsets, claims, counterclaims exist with respect to such Original Guaranty, and that such Original Guaranty is enforceable in accordance with its terms, and guarantees and shall continue to guarantee in accordance with its terms the performance of all amounts and obligations guaranteed thereby, including without limitation, in addition to all other liabilities and obligations guaranteed thereby, all liabilities and obligations of the Borrower to the Bank respecting all of the Loan Documents including, without limitation, interest, attorneys' fees and other amounts accruing after the filing of a petition in bankruptcy by or against the Borrower, notwithstanding the discharge of Borrower from such obligations, together with all costs and expenses incurred by the Bank in connection with such obligations, the Original Guaranty, as affected hereby, and the enforcement thereof.

2.     The undersigned further covenant and agree that their liability under the Guaranty is unaffected by the execution and delivery of the Mortgage Modification Agreement, a copy of which the undersigned acknowledge receiving.

3.     By executing this Reaffirmation, the undersigned Guarantor represents that its has the power to execute this Agreement, and the execution of this Agreement has been duly authorized by all necessary corporate action and that the authority of the undersigned to execute this Agreement as Chief Financial Officer and bind the undersigned corporation as stated in its Secretary Certificate-Corporate Guarantor of even date herewith.

[Signatures contained on the following page]

This Reaffirmation is being made as of the 5th day of August, 2019.

Guarantor:

 CVD EQUIPMENT CORPORATION

By:          /s/ Thomas McNeill                         

Thomas McNeill

Chief Financial Officer       

3

Exhibit 10.3

NOTE MODIFICATION AGREEMENT

THIS AGREEMENT, made as of August 5, 2019, between FAE HOLDINGS 411519R, LLC, a New York limited liability company, having an address and principal place of business located at c/o CVD Equipment Corporation, 355 South Technology Drive, Central Islip, New York 11722 (the “ Maker ” ) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, having an office at 534 Broad Hollow Road, Melville, New York 11747 (the “ Payee ” ).

W I T N E S S E T H :

WHEREAS, the Payee extended to the Maker a loan in the original principal amount of Six Million and 00/100 ($6,000,000.00) on March 15, 2012 (the “ Loan ”) evidenced by a certain Amended and Restated Mortgage Note (as the same may have been or may hereafter be amended, modified, supplemented, replaced or restated, the “ Note ”) dated as of March 15, 2012, in the original principal amount of $6,000,000.00, made by the Maker for the benefit of the Payee, and secured by a certain Amended and Restated Fee and Leasehold Mortgage (as the same may have been or may hereafter be amended, modified, supplemented, replaced or restated, the “ Mortgage ”) dated as of March 15, 2012, in the original principal amount of $6,000,000.00 granted by The Town of Islip Industrial Development Agency (the “ Agency ”) and Maker to the Payee covering the fee estate of the Agency and the leasehold estate of the Maker in certain premises located at 355 South Technology Drive, Central Islip, New York in the County of Suffolk, as more particularly described therein (the “ P roperty ”), and as same was recorded on March 28, 2012, in the Office of the County Clerk for Suffolk County in Liber 22186, Page 541;

WHEREAS, on November 30, 2017, Payee extended a loan to 555 N Research Corporation, an affiliate of Maker, in the original principal amount of $10,387,500.00 (the “ 555 N Research Loan ”), which 555 N Research Loan is guaranteed by CVD Equipment Corporation, the sole member of Maker;

WHEREAS, following default by 555 N Research Corporation with respect to one or more financial covenants set forth in the mortgage securing the 555 N Research Loan, 555 N Research Corporation requested that Payee enter into a temporary waiver of such covenants (the “ Waiver ”). The Waiver was entered into on March 26, 2019 conditioned upon Maker’s agreement to modify the terms of the Note as herein set forth; and

WHEREAS, Maker, as an affiliate of 555 N Research Corporation, will directly or indirectly and substantially benefit from Payee’s agreement to the Waiver.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree, for themselves, their successors and assigns as follows:

1.     The Maker acknowledges, covenants, warrants, represents and agrees that:

(a)     it is indebted under the Note in the outstanding principal amount of $2,465,532.57;

(b)     no material adverse change has occurred in its financial status or that of any guarantor since the making of the Loan, except as previously disclosed to Payee in writing;

(c)     there are no judgments against the Maker or any guarantor in any court of the United States, and there is no litigation, active, pending or, to Maker’s knowledge, threatened, against the Maker or any guarantor which might materially adversely affect the Maker’s or any guarantor’s ability to pay when due any amounts which may become payable in respect of the Loan;

(d)     no default, or event which, with notice and/or passage of time, would constitute a default, has occurred and is continuing under the Note, the Mortgage or any of the other instruments executed and delivered to evidence and/or secure the Loan (collectively, the “Loan Documents” ) or under any other note, loan or security agreement in favor of Payee to which the Maker is a party;

(e)     there are no offsets, defenses or counterclaims to the Maker’s obligations under the Loan Documents; and

(f)     the Maker has not entered into any agreements with creditors that expressly or otherwise prohibit the Maker from entering into a modification of the Loan or any Loan Document in connection therewith.

2.     The Note is hereby modified and amended as follows:

(a)     The definition of the term “Maker” as set forth in Paragraph 1(iii) of the Note is hereby deleted and replaced with the following:

“The term “Maker” shall mean FAE HOLDINGS 411519R, LLC.”

(b)     The following definition is inserted as new Paragraph 1(x) of the Note:

“The term “ 555 N Research Loan Documents ” shall mean, collectively, (A) that certain Amended and Restated Note dated as of November 30, 2017, made by 555 N Research Corporation in favor of Payee, (B) that certain Fee and Leasehold Mortgage and Security Agreement dated as of November 30, 2017 (the “ 555 Mortgage ”), in the original principal amount of $10,387,500.00 granted by 555 N Research Corporation and the Town of Islip Industrial Development Agency to Payee covering the fee estate of 555 N Research Corporation and the leasehold estate of the Agency in certain premises located at 555 North Research Place, Central Islip, New York in the County of Suffolk, as more particularly described therein, and as same was recorded on December 15, 2017, in the Office of the County Clerk for Suffolk County in Liber 22880, Page 846, (C) that certain guaranty dated as of November 30, 2017, given by CVD pursuant to which CVD guaranteed the payment and performance of all obligations of 555 N Research Corporation to Payee, and (D) all other documents and/or instruments delivered to Payee in connection with any of the foregoing, as any of the foregoing may have been or may hereafter be amended, modified, supplemented, replaced or restated,.

(c)     The following clause is inserted in the third (3 ^rd ) line of the second paragraph of Paragraph 3 of the Note between the words “Mortgage,” and “the principal sum hereof”:

“or the happening of a default which continues following the passage of any applicable grace period or upon the happening of any “Event of Default” under the 555 N Research Loan Documents, including, without limitation, a default under the financial covenant set forth in Paragraph 1.11(f) of the 555 Mortgage, each of the foregoing being deemed an event of default under this Note,”.

(d)     The following is added at the end of Paragraph 3 of the Note:

“The covenant set forth in Paragraph 1.11(f) of the 555 Mortgage is incorporated herein by this reference with the same effect as if the same were fully set forth in this Mortgage and shall survive the termination, satisfaction or expiration of the 555 Mortgage.”

3.     The Maker’s obligations under this Agreement and the other Loan Documents are absolute and unconditional and are valid irrespective of any other agreement or circumstance which might otherwise constitute a defense to the obligations under this Agreement or the other Loan Documents or to the obligations of others related to it. The Maker acknowledges that no oral or other agreements, conditions, promises, understandings, representations or warranties exist in regard to the obligations under this Agreement or the other Loan Documents, except those specifically set forth herein and therein.

4.     Except as specifically amended herein, all of the terms, covenants, conditions and stipulations contained in the Mortgage, the Note and all of the other Loan Documents are hereby ratified and confirmed in all respects, and shall continue to apply with full force and effect.

5.     Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be modified, amended, changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

6.     This Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York and any applicable laws of the United States of America. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such unenforceability, prohibition or invalidity, without invalidating the remaining provisions of this Agreement.

7.     This Agreement is binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and/or assigns.

8.     Nothing in this Agreement, the Note, the Mortgage or any other Loan Document is intended to or shall be deemed to create any rights or obligations of partnership, joint venture, or similar association among the parties hereto.

9.     If any term, covenant, provision or condition of this Agreement, the Note, the Mortgage or any of the other Loan Documents shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant, provision or condition.

10.      The parties hereto hereby irrevocably and unconditionally waive any and all rights to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise related to this Agreement, the Note, the Mortgage and every other Loan Document heretofore, now or hereafter executed and/or delivered in connection therewith, the Loan and all other obligations of the M aker related thereto or in any way related to this transaction.

11.     This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or portable document format (pdf), any one of which shall constitute an original of this Contract. When counterparts, facsimile or pdf copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same documents and copies of such documents shall be deemed valid as originals.

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

State of New York     )

County of Suffolk     ) ss.:

On the ___ day of August in the year 2019 before me, the undersigned, personally appeared Martin J. Teitelbaum, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public

State of New York     )

County of                  ) ss.:

On the ___ day of August in the year 2019 before me, the undersigned, personally appeared Jose L. Won, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public