Exhibit 10.3


 


Second
Amendment to Purchase Agreement




ACQUSITION OF DYNAMAC’S PROPRIETARY LINE OF


RF AND MICROWAVE TEST & MEASUREMENT
PRODUCTS






  


This
SECOND Amendment to Purchase Agreement (this “Second Amendment”) is entered into as of November 22, 2016 by
and among Microphase Instruments, LLC, a Delaware limited liability company with offices at 100 Trap Falls Road Extension, Suite
400, Shelton, CT 06484 (the “Purchaser”), Dynamac, Inc., an Illinois corporation with offices at 1229 Capitol Drive,
Addison, IL 60101(the “Seller”) and Microphase Corporation, a Connecticut corporation with offices at 100 Trap Falls
Road Extension, Suite 400, Shelton, CT 06484 (“Parent”). The Purchaser, the Seller and Parent are also each hereinafter
referred to individually as “a Party” and together as “the Parties”.


 


RECITALS


 


WHEREAS, the Purchaser
and the Seller entered into that certain purchase agreement dated as of January 21, 2016, pursuant to which the Purchaser agreed
to purchase and the Seller agreed to sell, for good and valuable consideration, Dynamac’s entire line of proprietary radio
frequency (“RF”) and microwave test and measurement products, all associated accessories, all housings, cases and packaging
designs and materials and all intellectual property rights (the “Original Agreement”);


 


WHEREAS, the Parties
entered into an Amendment to Purchase Agreement on November 2, 2016 (“the First Amendment”) pursuant to which the Parties
agreed, among other things, that the assets described in the Original Agreement would not be assigned and transferred to the Purchaser
until such time as the Purchaser has delivered to the Seller the entire purchase price owed pursuant to the First Amendment and
the Seller agreed that the first installment of such purchase price, in the amount of $559,000, would not be due until November
22, 2016;


 


WHEREAS, the Parties
desire to amend the First Amendment to revise the terms of the Purchaser’s payment to Seller, among other things; and


 


WHEREAS, the Parties
desire that, as of the date hereof, each and every other agreement or understanding, oral or written, between the Parties relating
to the purchase, acquisition, strategic partnership, or joint venture involving test & measurement products of the Seller is
hereby amended and superseded with this Agreement;


  


NOW THEREFORE, for
good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


 


		1.	Amendment. The Amendment shall be amended as follows:



 


		a.	References to this “Agreement” shall mean the Original Agreement as amended by the
First Amendment, as amended by this Second Amendment.



 


 


		b.	Section 2(c) of the First Amendment shall be amended as follows:



 


“November 22, 2016”
shall be deleted and replaced with “December 9, 2016”.


 


		2.	Further Assurances. Following the execution and delivery hereof, each of the parties hereto
shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances
and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to
the transactions contemplated by this Amendment.







     


     


    




 


		3.	Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether
of the State of Connecticut or any other jurisdiction). Any legal proceeding arising out of or based upon this Agreement shall
be instituted in the federal courts or the courts of the state of Connecticut in each case located in Fairfield County, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.



 


		4.	Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding
that all the parties shall not have signed the same counterpart.



 


 


 


IN WITNESS WHEREOF,
each of the undersigned hereby (a) executes this Agreement; (b) confirms its agreement with the provisions and covenants herein
provided; and (c) agrees to be bound by this Agreement. 


 


	SELLER	 	PURCHASER	 
	 	 	 	 	 
	DYNAMAC, INC.	 	MICROPHASE INSTRUMENTS, LLC	 
	 	 	 	 	 	 
	By:	/s/ Kent Higgins	 	By:	/s/ Michael Ghadaksaz	 
	Name:	Kent Higgins	 	Name:	Michael Ghadaksaz	 
	Title:	President	 	Title:	Manager	 
	 	 	 	 	 	 
	PARENT	 	 	 
	 	 	 	 	 
	MICROPHASE CORPORATION.	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Necdet Ergul	 	 	 	 
	Name:	 Necdet Ergul	 	 	 	 
	Title:	Chief Executive Officer