PRO DEX INC (Form: 8-K, Received: 01/05/2023 16:01:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2022

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

Colorado	0-14942	84-1261240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

(949) 769-3200

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	PDEX	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Amendment to Credit Agreement, Amended and Restated Revolving Credit Note & Supplemental Revolving Credit Note

On December 29, 2022 (the “Amendment Date”), Pro-Dex, Inc. (the “Company”) entered into Amendment No. 2 to Amended and Restated Credit Agreement (the “Amendment”) with Minnesota Bank and Trust, a division of HTLF Bank (“MBT”), successor by merger to Minnesota Bank and Trust, which amends the Company’s Amended and Restated Credit Agreement and Amended and Restated Revolving Credit Note with MBT (as amended, the “Credit Agreement” and “Revolving Note,” respectively) and provides for a supplemental line of credit in the amount of $3,000,000 (the “Supplemental Note”). The Revolving Note has been amended to extend the maturity date of the Company’s existing revolving credit note with MBT from November 5, 2023 to December 29, 2024, to increase the Revolving Note facility from $2,000,000 to $7,000,000, and to increase the interest rate on the Revolving Note (as described below). The Revolving Note may be borrowed against from time to time by the Company through its maturity date on the terms set forth in the Credit Agreement. As of the date of this Current Report on Form 8-K, the Company’s has drawn $2,800,000 against the Revolving Note, the entire amount of which remains outstanding. Loan origination fees in the amount of $16,000 are payable to MBT in conjunction with the Revolving Note and Supplemental Note.

The Supplemental Note is evidenced by a Supplemental Revolving Credit Note dated as of the Amendment Date made by the Company in favor of MBT. The purpose of the Supplemental Note is for financing acquisitions and repurchasing shares of the Company’s common stock. The Supplemental Note may be borrowed against from time to time by the Company through its maturity date of December 29, 2024 on the terms set forth in the Credit Agreement. No amounts have been drawn on the Supplemental Note as of the date of this Current Report on Form 8-K.

The Revolving Note and Supplemental Note bear interest at an annual rate equal to the greater of (a) 5.0% or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited (“CBA”) plus 2.5% (the “Adjusted Term SOFR Rate”). Commencing on the first day of each month after the Company initially borrows against the Revolving Note and/or Supplemental Note and each month thereafter until maturity, the Company is required to pay all accrued and unpaid interest on the Revolving Note and Supplemental Note through the date of payment. Any principal on the Revolving Note and/or Supplemental Note that is not previously prepaid by the Company shall be due and payable in full on the maturity date (or earlier termination of the Revolving Note and/or Supplemental Note).

Upon the occurrence and during the continuance of an event of default, the interest rate of the Revolving Note and Supplemental Note is increased by 3% and MBT may, at its option, declare the Revolving Note and Supplemental Note immediately due and payable in full.

The Credit Agreement, Revolving Note and Supplemental Note contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.

Copies of the Amendment, Revolving Note and Supplemental Note are attached as exhibits to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of those documents. Copies of those documents are not intended to provide factual information about the Company. The representations, warranties, and covenants contained in those documents were made only for purposes of the transactions represented thereby as of the specific dates therein, are solely for the benefit of the Company and MBT, may be subject to limitations agreed upon by the Company and MBT, including, among others, being qualified by disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under those documents and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of representations and warranties contained in those documents may change after the date of those documents, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public should look to the disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended, for information concerning the Company.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures concerning the Amendment, Revolving Note and Supplemental Note contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 2 to Amended and Restated Credit Agreement dated December 29, 2022 by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank.
10.2		Amended and Restated Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
10.3		Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2023	Pro-Dex, Inc.


	By:	/s/ Alisha K. Charlton
		Alisha K. Charlton
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description
10.1		Amendment No. 2 to Amended and Restated Credit Agreement dated December 29, 2022 by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank.
10.2		Amended and Restated Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
10.3		Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

EXHIBIT 10.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 29, 2022 (the “Amendment”), between Pro-Dex, Inc., a Colorado corporation (the “Borrower”), and Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”).

RECITALS:

A.The Borrower and the Lender are parties to that certain Amended and Restated Credit Agreement dated as of November 6, 2020, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of November 5, 2021 (as so amended, the “Original Agreement”).

B.The Borrower has requested that, among other things, the Lender (i) increase the maximum amount of its Revolving Credit Commitment to $7,000,000, and (ii) provide a supplemental line of credit in the maximum amount of up to $3,000,000 to the Borrower for the purpose of financing acquisitions and repurchasing outstanding shares of the Borrower’s common stock.

C.Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing request of the Borrower.

NOW, THEREFORE, the parties agree as follows:

1. Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby.

2. Amendment. The Original Agreement is hereby amended as follows:

(a) The definitions of the terms “Borrowing Base”, “Commitments”, “Loan”, “Loans”, “Maturity Date”, “Note(s)”, “Revolving Credit Commitment”, “Revolving Credit Termination Date”, “Senior Cash Flow Leverage Ratio”, “Senior Debt”, and “Total Usage” defined in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:

“‘Borrowing Base’ means, at any date of determination, the sum of: (a) 80% of Eligible Accounts; plus (b) 50% of Eligible Inventory; provided, however, that the Lender reserves the right, in its sole discretion, to adjust such borrowing base percentages and components based on its periodic evaluation of the Collateral. The amount of the Borrowing Base shall be determined periodically from the most recent Borrowing Base Certificate and supporting reports delivered to the Lender.

‘Commitment(s)’ means individually or collectively, as the case may be, the Revolving Credit Commitment and the Supplemental Revolving Credit Commitment.

‘Loan” means any Revolving Credit Loan, Supplemental Revolving Credit Loan or Term Loan, as the context may require, and “Loans” means any or all of the Revolving Credit Loans, Supplemental Revolving Credit Loans and the Term Loans, as the context may require.

‘Maturity Date’: The earlier of: (a) the date on which the Loans become due and payable under Section 8.02 upon the occurrence of an Event of Default; or (b) (i) the Revolving Credit Termination Date for the Revolving Credit Loans; (ii) the Supplemental Revolving Credit Termination Date for the Supplemental Revolving Credit Loans; or (ii) November 1, 2027 for Term Loan A; or (iii) November 1, 2027 for Term Loan B.

‘Note(s)’ means, individually or collectively, as the case may be, the Revolving Credit Note, the Supplemental Revolving Credit Note and the Term Notes.

‘Revolving Credit Commitment’ means the obligation of the Lender to make Revolving Credit Loans in an aggregate principal amount not to exceed the lesser of (a) $7,000,000, or (b) the amount, on any date of determination, by which the Borrowing Base exceeds the Total Usage, as the same may be changed from time to time pursuant to the terms hereof.

‘Revolving Credit Termination Date’ means the earliest to occur of (a) December 29, 2024, (b) the date the Revolving Credit Commitment is reduced to zero pursuant to Section 2.04, and (c) the termination of the Revolving Credit Commitment pursuant to Section 8.02.

‘Senior Cash Flow Leverage Ratio’ means, at any Measurement Date, the ratio of (a) the Senior Debt at such date; to (b) the sum of (i) EBITDA for the Measurement Period ending on such Measurement Date; plus (ii) $454,140.

‘Senior Debt’ means, at any date of determination, the sum, calculated on a consolidated basis for the Borrower and its Subsidiaries, of (a) the outstanding principal balance of indebtedness for borrowed money (including, without limitation the Loans but excluding the PDEX Loan) other than Subordinated Debt, and (b) Capitalized Lease Obligations.

‘Total Usage’ means, at any date of determination, the sum of (a) the aggregate outstanding principal balance of Revolving Credit Loans; plus (b) the Letter of Credit Obligations; plus (c) the outstanding principal balance of Revolving Credit Loans.”

(b) Section 1.01 of the Original Agreement is hereby further amended by inserting the following definitions of the following new terms in the appropriate alphabetical order:

“‘Acquisition’ means any transaction or series of transactions by which the Borrower acquires, either directly or through a Subsidiary or otherwise, (a) any or all of the stock or other securities of any class of any Person if, after giving effect to such transaction, such Person would be an Affiliate of the Borrower; or (b) a substantial portion of the assets or a division, or line of business of any Person.

‘Available Revolving Credit Commitment’ means, at any time, an amount equal to the difference between the Revolving Credit Commitment then in effect and the aggregate principal amount of Revolving Credit Loans outstanding at such time.

‘Available Supplemental Revolving Credit Commitment’ means, at any time, an amount equal to the difference between the Supplemental Revolving Credit Commitment then in effect and the aggregate principal amount of Supplemental Revolving Credit Loans outstanding at such time.

‘Commitment Fee Rate’ means 0.15% per annum.

‘Permitted Acquisition’ means, either: (a) any direct or indirect Acquisition by Borrower where: (i) the business or division acquired is for use, or the Person acquired is engaged, in the businesses engaged in by the Borrower on the Closing Date (or lateral or vertical extensions thereof), (ii) immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist; (iii) the Borrower’s board of directors has approved such Acquisition, (iv) reasonably prior to the consummation of such Acquisition, the Borrower shall have delivered to the Lender drafts of each material document, instrument and agreement to be executed in connection with such Acquisition that are finalized in all material respects together with all lien search reports and lien release letters and other documents as the Lender may require to evidence the termination of Liens on the assets or business to be acquired, (v) the provisions of 6.10 hereof have been satisfied; and (vi) consents have been obtained in favor of the Lender to the collateral assignment of rights and indemnities under the related acquisition documents; provided, that the Borrower shall be deemed to have complied with this subsection (vi) if it has not been able to obtain such consents through its commercially reasonable efforts to do so; and (vii) such acquisition or purchase is consummated on a non-hostile basis; or (b) any other Acquisition consented to in writing by the Lender.

‘Quarterly Payment Date’ means the last Business Day of each March, June, September and December and the Revolving Credit Termination Date.

‘Second Amendment’ means that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of December 29, 2022, amending this Agreement.

‘Second Amendment Effective Date’ means the ‘Effective Date’ of the Second Amendment, as such term is therein defined.

‘Supplemental Revolving Credit Commitment’ means the obligation of the Lender to make Supplemental Revolving Credit Loans in an aggregate principal amount not to exceed the lesser of (a) $3,000,000, or (b) the amount, on any date of determination, by which the Borrowing Base exceeds the Total Usage, as the same may be changed from time to time pursuant to the terms hereof..

‘Supplemental Revolving Credit Commitment Period’ means the period from and including the Closing Date to the Supplemental Revolving Credit Termination Date.

‘Supplemental Revolving Credit Conversion Option’ shall have the meaning provided in Section 2.02(c).

‘Supplemental Revolving Credit Loans’ means any Supplemental Revolving Credit Loan made by the Lender under Section 2.02A.

‘Supplemental Revolving Credit Note’ means the promissory note of the Borrower described in Section 2.05(a), in the form provided by Lender, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note.

‘Supplemental Revolving Credit Termination Date’ means the earliest to occur of (a) December 29, 2024, (b) the date the Supplemental Revolving Credit Commitment is reduced to zero pursuant to Section 2.04, and (c) the termination of the Supplemental Revolving Credit Commitment pursuant to Section 8.02.”

“Section 2.02 Revolving Credit Commitment; Supplemental Revolving Credit Commitment.

(a)Revolving Credit Commitment.

Subject to the terms and conditions of this Agreement, the Lender agrees to make Revolving Credit Loans to the Borrower and to issue Letters of Credit for the account of the Borrower from time to time during the Revolving Credit Commitment Period but only to the extent that the sum of (i) the outstanding principal balance of Revolving Credit Loans plus (ii) Letter of Credit Obligations, does not exceed the lesser of (x) the amount of the Revolving Credit Commitment or (y) the amount by which the Borrowing Base exceeds Total Usage. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitment by borrowing, prepaying the Revolving Credit Loans in whole or in part, and re-borrowing, and requesting the issuance of Letters of Credit all in accordance with the terms and conditions hereof.

(b)Supplemental Revolving Credit Commitment.

Subject to the terms and conditions of this Agreement, the Lender agrees to make Supplemental Revolving Credit Loans to the Borrower from time to time during the Supplemental Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not exceeding the lesser of (i) the amount of the Supplemental Revolving Credit Commitment or (ii) the the amount by which the Borrowing Base exceeds Total Usage. During the Supplemental Revolving Credit Commitment Period the Borrower may use the Supplemental Revolving Credit Commitment by borrowing, prepaying the Supplemental Revolving Credit Loans in whole or in part, and re-borrowing, all in accordance with the terms and conditions hereof.

(c)Repayment of Revolving Credit Loans and Supplemental Revolving Credit Loans. The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date and all outstanding Supplemental Revolving Credit Loans on the Supplemental Revolving Credit Termination Date; provided, that the Borrower shall have the option to convert (the “Supplemental Revolving Credit Conversion Option”) the outstanding principal balance of Supplemental Revolving Credit Loans on the Supplemental Revolving Credit Termination Date to an amortizing term loan subject to satisfaction of all of the following conditions:

(i) The Borrower shall provide Lender with written notice of its exercise of the Supplemental Revolving Credit Conversion Option not less than five (5) Business Days or more than thirty (30) Business Days prior to the Supplemental Revolving Credit Termination Date;

(ii) No Default or Event of Default shall be outstanding on the Supplemental Revolving Credit Termination Date; and

(iii) The Borrower shall execute and deliver to Lender a term note in the amount of the outstanding principal balance of the Supplemental Revolving Credit Loans, in the form provided by Lender, and such other documentation as may be reasonably required by Lender.”

(d) Section 2.03 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 2.03 Procedures for Borrowing. The Borrower shall either (a) submit a draw request to the Lender in writing or telephonically; or (b) use the Lender’s electronic banking systems to request each proposed borrowing in accordance with the requirements of such systems as may be in effect from time to time. Each such notice shall be effective upon receipt by the Lender, shall be irrevocable, and shall specify the date and amount of borrowing requested. At the request of the Lender, a telephonic request must be confirmed in writing by the Borrower within three (3) Business Days after such request. So long as:

(a) all conditions precedent set forth in Article IV with respect to such borrowing have been satisfied,

(b) with respect to a request for a Revolving Credit Loan, the outstanding principal amount of Revolving Credit Loans at such time does not exceed the lesser of (i) the amount of the Revolving Credit Commitment or (ii) the amount by which the Borrowing Base exceeds Total Usage; in each case after giving effect to such requested Revolving Credit Loan; and

(c) with respect to a request for a Supplemental Revolving Credit Loan, the outstanding principal balance of Supplemental Revolving Credit Loans at such time does not exceed the lesser of (i) the amount of the Supplemental Revolving Credit Commitment or (ii) the amount by which the Borrowing Base exceeds Total Usage, in each case after giving effect to such requested Supplemental Revolving Credit Loan; provided, that, the Borrower’s right to request Supplemental Revolving Credit Loans to be used to refinance Revolving Credit Loans that were made to finance 10b5-1 common stock repurchases, shall be further limited to one time per fiscal quarter in an amount disclosed on the Pledged Account Statements delivered to Lender for the previous quarter;

the Lender shall provide immediately available funds to the Borrower in the amount of such requested borrowing on the requested borrowing date by depositing such funds into depository account number 9161005393, maintained by the Borrower with the Lender. Each borrowing shall be on a Business Day.”

(e) Section 2.04 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 2.04 Termination or Reduction of Revolving Credit Commitment; Termination or Reduction of Supplemental Revolving Credit Commitment.

(a)Upon not less than three Business Days’ notice to the Lender, the Borrower shall have the right to terminate the Revolving Credit Commitment or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitment; provided, that no such termination or reduction of Revolving Credit Commitment shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the aggregate principal amount then outstanding of all Revolving Credit Loans would exceed the Revolving Credit Commitment. Any such partial reduction shall be in an amount equal to $50,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitment then in effect.

(b)Upon not less than three Business Days’ notice to the Lender, the Borrower shall have the right to terminate the Supplemental Revolving Credit Commitment or, from time to time, to reduce the aggregate amount of the Supplemental Revolving Credit Commitment; provided, that no such termination or reduction of Supplemental Revolving Credit Commitment shall be permitted if, after giving effect thereto and to any prepayments of the Supplemental Revolving Credit Loans made on the effective date thereof, the aggregate principal amount then outstanding of all Supplemental Revolving Credit Loans would exceed the Supplemental Revolving Credit Commitment. Any such partial reduction shall be in an amount equal to $50,000, or a whole multiple thereof, and shall reduce permanently the Supplemental Revolving Credit Commitment then in effect.”

(f) Section 2.05 of the Original Agreement is hereby amended by redisgnating existing subsections (b), (c), (d) and (e) of such Section as subsections (c), (d), (e) and (f) and inserting a new subsection (b) immediately following subsection (a) of such Section to read as follows:

“(b) Supplemental Revolving Note. The Supplemental Revolving Credit Loans made by the Lender shall be evidenced by a Supplemental Revolving Credit Note in the initial amount of the Supplemental Revolving Credit Commitment. The Supplemental Revolving Credit Loans and the Supplemental Revolving Credit Note shall mature and be payable at the Maturity Date of the Supplemental Revolving Credit Loans. The Lender shall enter in its records the amount of each of its Supplemental Revolving Credit Loans, the rate of interest borne on such Supplemental Revolving Credit Loans, and the payments of the Supplemental Revolving Credit Loans received by the Lender, and such records shall be conclusive evidence of the subject matter thereof, absent manifest error.”

(g) Section 2.06(i) of the Original Agreement is hereby amended in its entirety to read as follows:

“(i) Revolving Credit Loans; Supplemental Revolving Credit Loans. The Borrower shall have the right, by giving notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay the Revolving Credit Loans and the Supplemental Revolving Credit Loans in whole or in part at any time without premium or penalty. Such notice may be (a) delivered to the Lender in writing or telephonically; or (b) made through the Lender’s electronic banking systems in accordance with the requirements of such systems as may be in effect from time to time. At the request of the Lender, a telephonic request made pursuant to this Section must be confirmed in writing by the Borrower within three (3) Business Days after such request.”

(h) Section 2.07(a) of the Original Agreement is hereby amended in its entirety to read as follows:

“(a) Revolving Credit Loans; Supplemental Revolving Credit Loans. If, at any time,

(i)the Total Usage exceeds the Borrowing Base, then the Borrower, shall, upon demand, promptly repay Revolving Credit Loans and/or Supplemental Revolving Credit Loans in an aggregate amount that is equal to or greater than the amount of such excess together with interest on the amount prepaid; or

(ii)the sum of (A) the outstanding principal amount of Revolving Credit Loans; plus (B) Letter of Credit Obligations exceeds the Revolving Credit Commitment, then the Borrower shall, upon demand, shall prepay Revolving Loans in the amount of such excess together with interest on the amount prepaid and/or cash collateralize the Letter of Credit Obligations; or

(iii)the outstanding principal amount of Supplemental Revolving Credit Loans exceeds the Supplemental Revolving Credit Commitment, then the Borrower, upon demand, shall prepay the amount of such excess together with interest on the amount prepaid; or

(i) Section 2.09 of the Original Agreement is hereby amended by insertain a new Section 2.09© to read as follows:

“(c) Supplemental Revolving Credit Loans. The Borrower agrees to pay interest on the outstanding principal amount of the Supplemental Revolving Credit Loans at the rates and at the times specified in the Supplemental Revolving Credit Note.

(j) Section 2.10 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 2.10 Commitment Fees. The Borrower agrees to pay the Lender:

(a)a commitment fee (the “Revolving Credit Commitment Fee”) for the period from and including the Second Amendment Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment during the period for which payment is made. The Revolving Credit Commitment Fee shall be payable quarterly in arrears on each Quarterly Payment Date, commencing on the first of such dates to occur after the Second Amendment Effective Date; and

(b)a commitment fee (the “Supplemental Revolving Credit Commitment Fee”) for the period from and including the Second Amendment Effective Date to the last day of the Supplemental Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Supplemental Revolving Credit Commitment during the period for which payment is made. The Supplemental Revolving Credit Commitment Fee shall be payable quarterly in arrears on each Quarterly Payment Date, commencing on the first of such dates to occur after the Second Amendment Effective Date.

(k) Section 2.11(a) of the Original Agreement is hereby amended in its entirety to read as follows:

“(a) Letter of Credit Commitment. Subject to the terms and conditions hereinafter set forth, the Lender agrees to issue stand-by letters of credit (the “Letters of Credit”) from time to time on terms reasonably acceptable to the Lender on any Business Day during the period from the date hereof and ending on the Revolving Credit Termination Date; provided, however, that the Lender shall not be required to issue any Letter of Credit if, after giving effect to such issuance: (i) the Total Usage would exceed the lesser of: (A) the Revolving Credit Commitment or (B) the sum of (1) the Borrowing Base, minus (2) the aggregate principal amount then outstanding of all Supplemental Revolving Credit Loans; or (ii) the Letter of Credit Obligations would exceed the Letter of Credit Commitment.”

(l) Section 6.02(c) of the Original Agreement is hereby amended in its entirety to read as follows:

“(c) As soon as available, and in any event within thirty (30) days after the end of each month of each fiscal year, a borrowing base certificate (the “Borrowing Base Certificate”) in the form provided by the Lender showing the Borrowing Base as of the last Business Day of the previous month, accompanied by a detailed accounts receivable aging, a detailed inventory report, a detailed accounts payable aging and other supporting reports as may be required by the Lender and the Borrowing Base Certificate and such supporting reports shall be in a form acceptable to the Lender and certified as accurate by a Responsible Officer of the Borrower;”

(m) Section 6.09 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 6.09 Use of Proceeds. Use the proceeds of: (a) the Revolving Credit Loans to finance the Borrower’s working capital needs, including the purchase of inventory and equipment and for general corporate purposes of the Borrower, in each case to the extent not prohibited under any Requirement of Law or the Loan Documents, (b) the Supplemental Revolving Credit Loans to finance Permitted Acquisitions and the repurchase of the Borrower’s common stock from its shareholders; (c) Term Loan A to repurchase shares of the Borrower’s stock; and (d) Term Loan B to finance tenant improvements to the PDEX Building and equipment purchases.”

(n) Section 7.13 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 7.13 Financial Covenants. Permit, as of any Measurement Date:

(a)the Fixed Charge Coverage Ratio for the Measurement Period ending on such Measurement Date to be less than or equal to 1.25 to 1.00; or

(b)the Senior Cash Flow Leverage Ratio to be greater than 2.50 to 1.00 on any subsequent Measurement Date.”

3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when, and only when, the Lender shall have received:

(a) this Amendment, duly executed by the Borrower;

(b) an Amended and Restated Revolving Credit Note (the “A&R Revolving Credit Note”), in the form provided by Lender, duly executed by Borrower;

(c) a Supplemental Revolving Credit Note (the “Supplemental Revolving Credit Note”), in the form provided by Lender, duly executed by Borrower;

(d) a non-refundable fee in the amount of $16,000, payable in immediately available funds;

(e) evidence that the Borrower is in good standing in the States of California and Colorado; and

(f) such other documents as the Lender may reasonably request.

4. Representations and Warranties. To induce the Lender to enter into this Amendment, the Borrower represents and warrants to the Lender as follows:

(a) The execution, delivery and performance by the Borrower of this Amendment, the A&R Revolving Credit Note, the Supplemental Revolving Credit Note and any other Loan Document to which the Borrower is a party have been duly authorized by all necessary corporate action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (including, without limitation, any shareholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of the Borrower’s articles of incorporation or bylaws, any agreement binding on or applicable to the Borrower or any of its property, or any law or governmental regulation or court decree or order, binding upon or applicable to the Borrower or of any of its property and will not result in the creation or imposition of any security interest or other lien or encumbrance in or on any of its property pursuant to the provisions of any agreement applicable to the Borrower or any of its property;

(b) The representations and warranties contained in the Original Agreement are true and correct as of the date hereof as though made on that date except: (i) to the extent that such representations and warranties relate solely to an earlier date; and (ii) that the representations and warranties set forth in Section 5.04 of the Original Agreement to the audited annual financial statements and internally-prepared interim financial statements of the Borrower shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, of the Borrower most recently delivered to the Lender pursuant to Section 6.01(a) or 6.01(b) of the Original Agreement;

(c) No events have taken place and no circumstances exist at the date hereof which would give the Borrower the right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations;

(d) The Original Agreement, as amended by this Amendment, the A&R Revolving Credit Note, the Supplemental Revolving Credit Note and each other Loan Document to which the Borrower is a party are the legal, valid and binding obligations of the Borrower and are enforceable in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies; and

(e) Before and after giving effect to this Amendment, there does not exist any Default or Event of Default.

5. Release. The Borrower hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which the Borrower ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of the Lender’s relationship to the Borrower in connection with the Loan Documents and the transactions related thereto

6. Reference to and Effect on the Loan Documents.

(a) From and after the date of this Amendment, each reference in:

(i) the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement, and each reference to the “Credit Agreement”, the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Original Agreement in any other Loan Document shall mean and be a reference to the Original Agreement as amended hereby; and except as specifically set forth above, the Original Agreement remains in full force and effect and is hereby ratified and confirmed; and

(ii) any Loan Document to the “Revolving Credit Note”, “thereunder”, “thereof”, “therein” or words of like import referring to the Revolving Credit Note shall mean and be a reference to the A&R Revolving Credit Note executed and delivered pursuant to this letter amendment.

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under the Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document.

7. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and the other documents to be delivered hereunder or thereunder, including their reasonable attorneys’ fees and legal expenses. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to save the Lender harmless from and against any and all liabilities with respect to, or resulting from, any delay in the Borrower’s paying or omission to pay, such taxes or fees.

8. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

10. Counterparts. This Amendment may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Amendment shall constitute effective delivery of such signature page.

11. Recitals. The Recitals hereto are incorporated herein by reference and constitute a part of this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above.

BORROWER:
	PRO-DEX, INC.

	By:	/s/ Richard L. Van Kirk
	Name:	Richard L. Van Kirk
	Its:	Chief Executive Officer


LENDER:

	Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust

	By:	/s/ Dianne Wegscheid
	Name:	Dianne Wegscheid
	Title:	Senior Vice President

[signature page Amendment No. 2 to Amended and Restated Credit Agreement]

EXHIBIT 10.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE

U.S. $7,000,000.00	Dated as of December 29, 2022
	Minnetonka, Minnesota

FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”), the principal sum of SEVEN MILLION AND NO/100THS DOLLARS (U.S. $7,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time and interest shall accrue on the outstanding amounts under this Note at the following floating rate of interest per annum (the “Index”): an adjusted rate (the “Adjusted Term SOFR Rate”) that is equal to: (1) the greater of (A) five percent (5.0%) (the “Floor”) and (B) the forward-looking term rate based on SOFR for a one month period (to the extent that such tenor is available to Lender and Lender has determined it can be administered), as quoted by Lender based on the website of the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Rate selected by Lender (the “Term SOFR Administrator”))(“Term SOFR”), based on the applicable Term SOFR rate as determined by Lender and as in effect on each applicable date of determination, in each case, as such Term SOFR rate changes and is recalculated from time to time in accordance with the terms below, and as adjusted for all applicable reserve requirements and any costs arising from time to time in connection with a change in government regulation as reasonably determined by Lender (such higher amount, the “Term SOFR Rate”), plus (2) two and one half percent (2.5%) (the “Term SOFR Margin”); provided, that in the event Borrower enters into an interest swap with Lender with respect to interest accruing under this Note, the Floor will automatically be deemed not to apply to the principal portion of this Note that is so hedged for the duration of such interest rate swap transaction and the foregoing is limited solely to an interest rate swap transaction with the Lender and shall not apply to any other derivative product, such as in interest rate cap or collar.

Interest accrued during each calendar month shall be due and payable on the first day of the following calendar month, with the first such interest payment due on January 1, 2023.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

Subject to the terms of this Note, so long as the amounts outstanding under this Note are accruing interest at the Adjusted Term SOFR Rate, then the Term SOFR Rate will be reset on each Business Day (the “Reset Date”) using the Term SOFR Rate as determined two U.S. Government Securities Business Days preceding the applicable Reset Date (the “Daily Reference Date”); provided, that in the event Borrower enters into an interest rate hedge, swap, collar or other similar derivative transaction with Lender with respect to interest accruing under this Note, the Term SOFR Rate will be reset on the first (1st) day or the fifteenth (15th) day of each month, as applicable, using the Term SOFR Rate as determined two U.S. Government Securities Business Days preceding such applicable day of the month (the “Monthly Reference Date”); provided, further, that if Term SOFR for a one month interest period is not published for any applicable Daily Reference Date or Monthly Reference Date, and Lender determines in its sole discretion that such failure is temporary, the applicable Term SOFR Rate shall be the Term SOFR Rate for a one month period as published on the most recent applicable Business Day that Lender determines such Term SOFR Rate was available prior to the applicable Daily Reference Date or Monthly Reference Date. The term "Business Day" means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by law to close. The term “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. Government Securities. The term “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. The term “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

FOR REFERENCE ONLY, on the date hereof, the Term SOFR Rate is 4.32304% per annum and the Adjusted Term SOFR Rate is 4.32304%. The Term SOFR Rate is an index used by Lender for the determination of interest and Term SOFR Rate and the Adjusted Term SOFR Rate are not necessarily the lowest interest rates charged by Lender on other loans to other customers. Borrower understands and agrees that Lender may make loans to other customers based on other rates of interest as well. Lender will inform Borrower of the current Adjusted Term SOFR Rate from time to time upon request by Borrower.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the applicable interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. The Term SOFR Rate shall be determined by Lender in accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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U.S. $7,000,000.00

Dated as of December 29, 2022

CONFORMING CHANGES ADJUSTMENT. In connection with the use or administration of Term SOFR, the Term SOFR Rate and Adjusted Term SOFR Rate, Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary in this Note or in any other promissory notes, loan documents or security documents, or other agreements between Borrower and Lender (each a “Loan Document”), and any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Note or any other Loan Document. Lender will notify Borrower from time to time of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, the Term SOFR Rate or Adjusted Term SOFR Rate. The term “Conforming Changes” means, with respect to either the use or administration of Term SOFR, the Term SOFR Rate or the Adjusted Term SOFR Rate or the use, administration, adoption or implementation of any Benchmark (as defined below) replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Note and the other Loan Documents).

UNAVAILABILITY OF SOFR/BENCHMARK REPLACEMENT. Subject to the Benchmark Replacement provisions below, if, in connection with the implementation and use of the Term SOFR Rate: (a) Lender determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Rate” cannot be determined pursuant to the definition thereof, (b) Lender reasonably determines that the Adjusted Term SOFR Rate does not adequately and fairly reflect the cost to Lender, or (c) Lender determines that any applicable law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for Lender or its applicable lending office to make, maintain or fund loans or advances whose interest is determined by reference to SOFR, Term SOFR, or the Term SOFR Rate, or to determine or charge interest rates based upon SOFR, Term SOFR, or the Term SOFR Rate; then upon notice of any such occurrence or determination by Lender to Borrower, any obligation of Lender to make available the Adjusted Term SOFR Rate, and any right of Borrower to use the Adjusted Term SOFR Rate, shall be suspended until Lender revokes such notice. Upon receipt of such notice, all amounts outstanding under this Note will be deemed to accrue at the Benchmark Replacement rate, if applicable, or if such Benchmark Replacement rate is not available or does not adequately and

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

fairly reflect the cost to Lender, at the Adjusted Prime Rate. The term “Adjusted Prime Rate” means a variable rate of interest that is equal to: (1) the greater of (A) five percent (5.0%), and (B) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Lender) or any similar release by the Federal Reserve Board (as determined by Lender) (such higher amount, the “Prime Rate”), plus (2) an applicable percentage selected by Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice, to reasonably approximate the Adjusted Term SOFR Rate or otherwise adequately and fairly reflect the cost to Lender, as determined in its discretion (the “Prime Margin”).

BENCHMARK REPLACEMENT.

(a)Benchmark Replacement. Notwithstanding anything to the contrary, if Lender has determined in its sole discretion that (i) the administrator of Term SOFR, or any relevant agency or authority for such administrator, of Term SOFR (or any substitute index which replaces the Term SOFR (Term SOFR or such replacement, the “Benchmark”)) has announced that such Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist (each a “Benchmark Transition Event”), then Lender shall (x) replace such Benchmark with a replacement rate or (y) if one or more such circumstances apply to fewer than all tenors of such Benchmark used for determining an Interest Period hereunder, discontinue the availability of the affected interest periods. With respect to Term SOFR, such replacement rate will be Daily Simple SOFR unless Lender reasonably determines that Daily Simple SOFR is not readily available or shall otherwise reasonably determine that a different rate has been recommended as a replacement benchmark rate for determining such a rate by the by the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto (the “Relevant Governmental Body”). In the case of a replacement rate other than Term SOFR, Lender may add a spread adjustment selected by Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. Such replacement rates for the Benchmark as applicable, each a “Benchmark Replacement”. The term “Daily Simple SOFR” means a daily rate based on SOFR and determined by Lender in accordance with the conventions for such rate selected by Lender.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

(b)Notices; Standards for Decisions and Determinations. Lender will notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Lender will notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (a) above. Any determination, decision or election that may be made by Lender pursuant to this provision, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Note or any other Loan Documents, except, in each case, as expressly required pursuant to this provision.

Payments. Both principal and interest are payable in lawful money of the United States of America to the Lender at 9800 Bren Road East, Suite 200, Minnetonka, MN 55343 (or other location specified by the Lender) in immediately available funds. By its execution of this Note, the Borrower authorizes the Lender to charge from time to time against any of Borrower’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrower of such charges.

Prepayment; Minimum Interest Charge. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $15.00. Other than Borrower’s obligations to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Minnesota Bank & Trust, 9800 Bren Road East, Suite 200, Minnetonka, MN 55343.

Late Charge. If a payment due hereunder is not made within seven days after the date when due, Borrower shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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U.S. $7,000,000.00

Dated as of December 29, 2022

Interest After Default. Upon the occurrence and during the continuance of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 3.000 percentage point margin over the interest rate that would otherwise be in effect hereunder (such increased rate of interest being, the “Default Rate”). However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

Credit Agreement. This Note is the Revolving Credit Note referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of November 6, 2020 (as amended, modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) between the Borrower and the Lender. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Loans (the “Revolving Credit Loans”) by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Loan being evidenced by this Note; (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions.

Security Agreement. This Note is secured by, among other things, that certain Security Agreement dated September 6, 2018, executed by the Borrower and certain of its Subsidiaries in favor of the Lender.

Waiver of Presentment and Demand for Payment; Etc. Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any Person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

Event of Default. Any “Event of Default” (as defined in the Credit Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Credit Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time.

Expense Reimbursement. Borrower agrees to pay all expenses for the preparation of this Note, as set forth in the Credit Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of counsel for Lender from time to time incurred in connection with the preparation and execution of this Note and any document relevant to this Note, any amendments hereto or thereto, and the consideration of legal questions relevant hereto and thereto. Borrower agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Borrower hereunder or under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Borrower under this paragraph shall survive any termination of the Credit Agreement, this Note, the Security Agreement, and any other Loan Document.

Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrower hereby authorizes the Lender to furnish any information concerning the Borrower or any of its affiliates, however acquired, to any Person or entity.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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Usury. Borrower and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrower to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrower, and Borrower hereby agrees to accept such remittance. This provision shall control every other obligation of the Borrower and Lender relating to this Note.

Business Purpose Loan. The Loan is a business loan. Borrower hereby represents that this loan is for commercial use and not for personal, family or household purposes. The Borrower agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq.

Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, THE BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL OR THAT NO EVENT OF DEFAULT EXISTED), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

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Dated as of December 29, 2022

IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

Amendment and Restatement. This Note is being executed and delivered in amendment and restatement of, but not in payment of, that certain Revolving Credit Note dated November 5, 2021, made by the Borrower payable to the order of the Lender in the original principal amount of $2,000,000.00 (the “Existing Note”) and is given in substitution for, but not in payment of, the Existing Note. The execution and delivery of this Note does not constitute payment, cancellation, satisfaction, discharge, release or novation of the Existing Note. Delivery and acceptance of this Note shall not evidence repayment of or a novation with respect to the Existing Note or any remaining indebtedness under the Existing Note, which indebtedness remains outstanding and shall be evidenced by this Note.

Counterparts. This Note may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute a fully executed Note even though all signatures do not appear on the same document.

AMENDED AND RESTATED REVOLVING CREDIT NOTE

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IN WITNESS WHEREOF, this Amended and Restated Revolving Credit Note has been executed to be effective as of the date set forth above.

BORROWER:

	PRO-DEX, INC., a Colorado corporation

	By:	/s/ Richard L. Van Kirk
	Name:	Richard L. Van Kirk
	Its:	Chief Executive Officer


LENDER:

	Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust

	By:	/s/ Dianne Wegscheid
	Name:	Dianne Wegscheid
	Title:	Senior Vice President

EXHIBIT 10.3

SUPPLEMENTAL REVOLVING CREDIT NOTE

U.S. $3,000,000.00	Dated as of December 29, 2022
	Minnetonka, Minnesota

FOR VALUE RECEIVED, on the Supplemental Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”), the principal sum of THREE MILLION AND NO/100THS DOLLARS (U.S. $3,000,000.00) or, if less, the aggregate unpaid principal amount of all Supplemental Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.

Interest accrued during each calendar month shall be due and payable on the first day of the following calendar month, with the first such interest payment due on January 1, 2023.

SUPPLEMENTAL REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

SUPPLEMENTAL REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

SUPPLEMENTAL REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

BENCHMARK REPLACEMENT.

SUPPLEMENTAL REVOLVING CREDIT NOTE

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U.S. $3,000,000.00

Dated as of December 29, 2022

SUPPLEMENTAL REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

Credit Agreement. This Note is the Supplemental Revolving Credit Note referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of November 6, 2020 (as amended, modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) between the Borrower and the Lender. The Credit Agreement, among other things, (i) provides for the making of Supplemental Revolving Credit Loans (the “Supplemental Revolving Credit Loans”) by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Supplemental Revolving Credit Loan being evidenced by this Note; (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions.

SUPPLEMENTAL REVOLVING CREDIT NOTE

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Dated as of December 29, 2022

SUPPLEMENTAL REVOLVING CREDIT NOTE

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U.S. $3,000,000.00

Dated as of December 29, 2022

Waiver of Right to Jury Trial; Venue. BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

SUPPLEMENTAL REVOLVING CREDIT NOTE

Page 9

U.S. $3,000,000.00

IN WITNESS WHEREOF, the Borrower has caused this Supplemental Revolving Credit Note to be executed to be effective as of the date set forth above.

BORROWER:

	PRO-DEX, INC., a Colorado corporation

	By:	/s/ Richard L. Van Kirk
	Name:	Richard L. Van Kirk
	Its:	Chief Executive Officer