EXHIBIT 10.2


 


AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


 


	U.S. $2,000,000.00             	Dated as of November 5, 2021
	 	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 Minnesota state banking corporation (the “Lender”), the principal sum of TWO MILLION
AND NO/100THS DOLLARS (U.S. $2,000,000.00) 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.


 


Interest. The Borrower promises to pay
interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at a fluctuating annual
rate of interest equal to the greater of (a) 2.75% or (b) the Prime Rate (hereinafter defined) minus 0.50%,
as in effect on the date hereof and as the same may adjust from time to time. 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 December 1, 2021. Interest shall
also be payable at maturity and interest accrued after maturity shall be payable on demand. The term “Prime Rate” shall mean
the prime rate published in the money rates section of the Wall Street Journal, floating, and changing with each change of such published
rate, or if the Wall Street Journal ceases to publish such rate, as published in the Federal Reserve Board’s Statistical Release
H. 15. If the Prime Rate becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower.
Lender will tell Borrower the current Index rate upon Borrower’s request. Borrower understands that Lender may make loans based
on other rates as well. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION
METHOD” paragraph. NOTICE: under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable
law.


 


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.


 


Interest Calculation Method. Interest on
this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which
interest is due. If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 




    	 



    	 



    

 


AMENDED AND RESTATED REVOLVING CREDIT NOTE


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	U.S. $2,000,000.00             	November 5, 2021


 


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 $10.00.
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.


 


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.


 




    	 



    	 



    

 


AMENDED AND RESTATED REVOLVING CREDIT NOTE


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	U.S. $2,000,000.00             	November 5, 2021


 


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.


 


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.


 




    	 



    	 



    

 


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	U.S. $2,000,000.00             	November 5, 2021


 


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.


 


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.


 




    	 



    	 



    

 


AMENDED AND RESTATED REVOLVING CREDIT NOTE


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	U.S. $2,000,000.00             	November 5, 2021


 


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.


 


Amendment and Restatement. This Note is
being executed and delivered in restatement of, but not in payment of, that certain Revolving Credit Note dated November 6, 2020, made
by the Borrower payable to the order of the Lender in the original principal amount of $2,000,000.00; provided, however, that interest
accrued on such replaced note through the date hereof shall be due and payable on December 1, 2021.


 


 




    	 



    	 



    

AMENDED AND RESTATED REVOLVING CREDIT NOTE


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	U.S. $2,000,000.00             	November 5, 2021


 


IN WITNESS WHEREOF, the Borrower
has caused this Amended and Restated Revolving Credit Note to be signed by its duly authorized officer in favor of Minnesota Bank &
Trust and to be dated as of the date set forth above.


 


 


	 	PRO-DEX, INC., a Colorado corporation
	 	 	 
	 	By:	/s/ Richard L. Van Kirk
	 	Name: 	Richard L. Van Kirk
	 	Its: 	Chief Executive Officer