AMENDMENT
NO. 1 to PROMISSORY NOTES of


ATRM
HOLDINGS, INC. (F/K/A AETRIUM INCORPORATED)


 


DATED
JULY 21, 2014 FBO Lone Star Value Co-Invest I, LP


DATED
SEPTEMBER 19, 2014 FBO Lone Star Value Co-Invest I, LP


(COLLECTIVELY,
THE “NOTES”)


 


Each
of the Notes is subject to the provisions of a certain Subordination Agreement dated February 23, 2016 in favor of Gerber Finance,
Inc.


 


THIS
AMENDMENT NO. 1 to each of the Notes, dated as of August 12, 2016 (this “Amendment”), is made by and among
ATRM Holdings, Inc. (f/k/a Aetrium Incorporated), a Minnesota corporation (the “Debtor”), and Lone Star Value
Co-Invest I, LP, a Delaware limited partnership (the “Holder”).


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.Section
2(a) of each Note is hereby amended and restated as follows:


 


“Interest
shall accrue on the unpaid principal balance of this Note at the rate of ten percent (10.0%) per annum, and shall be payable semiannually
in cash on the third business day of each January and July (each, an “Interest Payment Date”) in respect of
the immediately preceding semi-annual period; provided, however, the Debtor may elect, at its sole discretion, to
make any such interest payment in kind by substituting for the abovementioned interest rate a rate of twelve percent (12.0%) per
annum for the applicable interest period (“PIK Interest”). PIK Interest shall bear interest from the applicable
Interest Payment Date at the same rate (as provided in the immediately preceding sentence) and be payable in the same manner as
in the case of the original principal amount of this Note and shall otherwise be treated as principal of this Note for all purposes.
From and after each Interest Payment Date with respect to which the Debtor elects to pay PIK Interest, the principal amount of
this Note shall, without further action on the part of the Debtor or the Holder, be deemed to be increased by the PIK Interest
so capitalized and added to principal in accordance with the provisions hereof. Interest shall be calculated from and include
the date hereof and shall be calculated on an actual/360-day basis.”


 


2.Except
as expressly set forth in this Amendment, each Note shall remain unchanged, in full force and effect, and enforceable against
the Debtor in accordance with its terms.


 


3.All
of the terms and provisions of this Amendment shall be applicable to and binding upon the parties hereto and their respective
successors and assigns.


 


4.This
Amendment and any dispute, disagreement, or issue of construction or interpretation arising hereunder, whether relating to its
execution, its validity, the obligations provided therein or performance, shall be governed and interpreted according to the law
of the State of Minnesota, without regard to principals of conflicts of law.


 


5.This
Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which,
when taken together, shall be deemed to constitute one and the same agreement, and photostatic, .pdf or facsimile copies of fully-executed
counterparts of this Amendment shall be given the same effect as originals.


 


[Signature
Page Follows]


 




    	 



    	 



    


 


IN
WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective authorized signatories
as of the day and year first herein above written.


 


	 	ATRM
    HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/
                                         Daniel M. Koch

	 	Name:	Daniel
    M. Koch
	 	Title:	President
    and Chief Executive Officer


 


	AGREED
    AND ACCEPTED BY:


 


	Lone Star Value Co-Invest I, LP
	 	 	 
	By:	Lone
        Star Value Investors GP, LLC

        General
        Partner
	 
	 	 	 
	 	 	 
	By:	/s/
    Jeffrey E. Eberwein	 
	Name:	Jeffrey
    E. Eberwein	
	Title:	Manager