Exhibit 10.01





 


December 2, 2016


 


Dynasil Corporation of America


44 Hunt Street


Watertown, MA 02472


Attn: Robert Bowdring, Chief Financial Officer


 


Re:       Second Amendment of Loan
Agreement


 


Gentlemen:


 


Reference is made to that
certain Loan and Security Agreement dated May 1, 2014, as amended by a certain Line of Credit Modification dated September 29,
2015, as further amended from time to time (the “Loan Agreement”) by and between Middlesex Savings Bank (the “Lender”)
and Dynasil Corporation of America (the “Borrower”). The Loan Agreement is hereby amended, effective immediately,
as follows:


 


1.       Defined
terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.


 


2.       Sections
3.4 and 4.9 of the Loan Agreement are hereby deleted in their entirety and the following new Sections 3.4 and 4.9 substituted therefor,
as follows:


 


          “3.4      Loans
and Investments. Make any loan or advance (other than in the ordinary course of business and other than inter-company loans
made to a Guarantor) or declare any dividends or make any distributions to any individual or entity or make any investment in
or with any individual or entity, except that (i) Borrower may pay dividends, provided that no Event of Default exists at the
time of the proposed dividend and that after giving effect to such dividends, Borrower is in compliance with the financial covenants
set forth in Section 4.9 and 4.9(a) of this Agreement, and (ii) Borrower may distribute up to $600,000.00 to Dynasil Biomedical
Corp. (‘Biomedical’) in the fiscal quarter ending December 31, 2016 and up to an additional $600,000.00 to
Biomedical prior to the end of the fiscal quarter ending September 30, 2018, such distributions to be utilized by Biomedical solely
for the purpose of investing in Xcede Technologies (a joint venture between Biomedical and the Mayo Clinic), provided that no
Event of Default exists at the time of the proposed distribution or after giving effect thereto and Borrower remains in compliance
with the financial covenants contained in this Agreement.”


 




     


     


    

 


          “4.9      Debt
Service Coverage. At the close of each fiscal quarter of Borrower, maintain a Debt Service Coverage ratio of at least 1.2
to 1.0 for the prior 12 month period. ‘Debt Service Coverage’ as used herein shall be determined for the relevant
period, and shall mean (i) EBITDA excluding non-cash and/or non-recurring expenditures or gains as permitted and the operating
income or loss of the Xcede Technologies joint venture before inter-company overhead allocation from Borrower to Biomedical and
Xcede Technologies, minus unfinanced capital expenditures, minus dividends and distributions (exclusive of the $600,000.00 distribution
from the Borrower to Biomedical as of the end of the fiscal quarter ending December 31, 2016, but including any and all subsequent
distributions from the Borrower to Biomedical), minus cash taxes paid for ongoing operations, divided by (ii) scheduled interest
and principal payments made on all debt.”


 


Except as specifically
amended hereby, the Loan Agreement remains in full force and effect and the Borrower hereby reaffirms all representations and warranties
contained therein, as of the date hereof.


 


Please acknowledge your
acceptance of the foregoing by signing this letter in the space provided and returning it to the undersigned, whereupon it shall
take effect as an instrument under seal.


 


	 	Very truly yours,	 
	 	 	 
	 	MIDDLESEX SAVINGS BANK	 
	 	 	 	 
	 	By:	/s/ Tony Zhang	 
	 	 	Tony Zhang, Senior Vice President	 


 


ACCEPTED AND AGREED TO:


 


DYNASIL CORPORATION OF AMERICA


(Borrower)


 


	By:	 /s/ Robert Bowdring	 
	 	Robert Bowdring, Chief Financial Officer	 


 


ACKNOWLEDGED BY GUARANTORS:


 


OPTOMETRICS CORPORATION


 


	By:	 /s/ Robert Bowdring	 


 




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RADIATION MONITORING DEVICES, INC.


 


	By:	 /s/ Robert Bowdring	 


 


RMD INSTRUMENTS CORP.


 


	By:	 /s/ Robert Bowdring	 


 


EVAPORATED METAL FILMS CORP.


 


	By:	
        /s/ Robert Bowdring 
	 


 


DYNASIL BIOMEDICAL CORP.


 


	By:	
        /s/ Robert Bowdring 
	 


 




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