Exhibit 10.1


 


MICROPHASE CORPORATION


 


NOTE PURCHASE AGREEMENT


 


Microphase Corporation


100 Trap Falls Road Extension, Suite 400


Shelton, CT 84058


Attn: Necdet Ergul, CEO


  


Gentlemen:


 


1.              NOTE
PURCHASE. The undersigned hereby makes application to acquire a ten percent (10%) promissory note (a “Note”) in
the principal amount set forth on the signature page of this Note Purchase Agreement, of Microphase Corporation, a Connecticut
corporation (the “Company”). A form of the Note is attached to this Note Purchase Agreement as Exhibit A. This Note
Purchase may be rejected by the Company or Spartan Capital Securities, LLC, as placement agent (the “Placement Agent”)
and shall not be binding upon the Company, until accepted by the Company and Placement Agent. The Company is seeking to raise aggregate
gross proceeds of up to $700,000 by sale of the Notes.


 


2.              
CLOSING. Upon acceptance of this Agreement by the Company, the Company shall deliver an executed signature page to
this Note Purchase Agreement to the undersigned purchaser and the undersigned purchaser shall deliver the purchase price for the
Note to the Placement Agent’s account with RBC Capital Markets, LLC at US Bank by wire transfer to:


 


[●]


 


The Placement
shall arrange for delivery of the funds to the Company. Upon receipt of the purchase price, the Company shall execute and deliver
a Note to the undersigned purchaser. The closing of the purchase and sale of the Note shall take place no later than December [●],
2016.


 


3.              REPRESENTATION
BY THE UNDERSIGNED. The undersigned represents and warrants as follows:


 


		(A)	The undersigned has relied only on the good faith information provided in writing by the Company,
has not relied on any oral representations, has been given ample time and has had the opportunity to ask questions, and has been
given access to full and complete information regarding the Company;



 


		(B)	The undersigned recognizes that the Note has not been registered under the Securities Act of 1933
(the “Securities Act”), as amended, nor under the securities laws of any state;



 


		(C)	The undersigned believes that purchasing the Note from the Company is suitable based upon the undersigned’s
investment objectives and financial needs, and the undersigned has no need for liquidity of the Note purchased pursuant to this
Note Purchase Agreement;



 






     

     


    

 


		(D)	The undersigned has the requisite knowledge to assess the relative merits and risks, is capable
of interpreting financial statements, or has relied upon the advice of counsel, accountants and/or purchaser representative(s)
with regard to tax aspects, risks and other considerations involved in the investment, and fully understands that the undersigned
must look to the undersigned’s own advisors with respect to the tax consequences, risks and other considerations in connection
with the purchase of the Note and consult with the undersigned’s own independent counsel or advisors regarding the tax consequences,
risks and other considerations involved in the investment;



 


		(E)	The undersigned is not acquiring the Note with a view toward resale, fractionalization or division
or distribution thereof;



 


		(F)	The undersigned realizes that the Note cannot readily be sold as there will be no public market,
that it may not be possible to sell or dispose of the Note and therefore the Note must not be purchased unless the undersigned
has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide
for current needs and possible personal contingencies;



 


		(G)	The undersigned is an “accredited investor” as that term is defined in Rule 501 promulgated
under the Securities Act of 1933, as amended. All information which the undersigned has provided to the Company and the Placement
Agent concerning the undersigned’s financial position and knowledge of financial business matters is correct and complete
as of the date the undersigned has executed this Note Purchase Agreement, and if there should be any material change in such information
prior to acceptance of this Note Purchase Agreement by the Company and the Placement Agent, the undersigned will immediately provide
the Placement Agent with such information;



 


		(H)	The undersigned has been provided access to all information requested by the undersigned;



 


		(I)	The Note is being purchased by the undersigned in the undersigned’s name solely for the undersigned’s
own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer
to, any other person, trust or organization;



 


		(J)	The undersigned is willing and able to bear the economic risk and loss of an investment in the
Company in an amount equal to the total purchase price of the Note being purchased pursuant to this Note Purchase Agreement. In
making this statement, consideration has been given to whether the undersigned could afford a complete loss of the undersigned’s
investment; and



 


		(K)	The undersigned represents that the undersigned is aware of the risk factors relative to an investment
in the Company as set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on October 3, 2016, and represents that the undersigned has reviewed such filing.



 






     

     


    

 


		(L)	The undersigned acknowledges that the undersigned is aware that there are substantial restrictions
on the transferability of the Notes. The undersigned agrees that the Notes may not be sold unless (a) such sale is pursuant to
an effective registration statement under the Securities Act and all relevant state securities laws or (b) the Company shall
have been advised by its counsel that such registration is not required and that such sale is exempt for registration under the
Securities Act and any other applicable state securities laws or regulations. The undersigned agrees that the undersigned will
give appropriate notice of these restrictions to each person to whom he transfers a Note.



 


		(M)	The undersigned understands and agrees that the following restrictions and limitations are applicable
to the undersigned’s purchase and resale, pledge, hypothecation, or other transfer of a Note pursuant to the Securities Act.



 


		(1)	The undersigned agrees that the Notes may not be sold, pledged, hypothecated, or otherwise transferred
unless registered under the Securities Act and all applicable state securities laws or exempted therefrom.



 


		(2)	A legend in substantially the following form has been or will be placed on each Note issued to
the undersigned:



 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY’S COUNSEL
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.


  


3.              
COMPANY REPRESENTATIONS. The Company hereby represents and warrants to the undersigned purchaser as of the date of
this Agreement as follows:


 


		(A)	The Company has the requisite corporate power and authority to enter into and perform this Note
Purchase Agreement.



 


		(B)	The execution and delivery of each of this Note Purchase Agreement by the Company, and the consummation
by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action and no further
consent or authorization on the part of the Company is required.



 


		(C)	This Note Purchase Agreement constitutes, and upon issuance the Note will constitute, the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by general principals of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of creditors rights and remedies.



 






     

     


    

 


		(D)	The Company has filed or furnished all reports, schedules, forms, statements and other documents
required to be filed or furnished by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (including all required exhibits thereto), including pursuant to Section 13(a) or 15(d) thereof, for the 12 months
preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials,
as the same may be amended, and including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC
Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Securities and Exchange Commission with respect thereto as in effect at the time of filing. Such financial
statements (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) fairly
present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
Except as set forth in the SEC Reports, the Company has no material liability of any nature (whether accrued, absolute, contingent
or otherwise) that is required by GAAP to be included in such financial statements other than liabilities arising after the date
of the most recent balance sheet included in such financial statements which were incurred in the ordinary course of business consistent
with past practice.



 


5.              INDEMNIFICATION.
The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations and warranties
in Sections 2 and 7 hereof and that the Company has relied upon such representations and warranties, and the undersigned hereby
agrees to indemnify and hold harmless the Company and its controlling persons from and against any and all loss, damage or liability
due to or arising out of a breach of any such representation or warranty. Notwithstanding the foregoing, however, no representation,
warranty, acknowledgment, or agreement made herein by the undersigned shall in any manner be deemed to constitute a waiver of any
rights granted to the undersigned under federal or state securities laws. All representations, warranties, and covenants in this
Note Purchase Agreement and the indemnification contained in this Section 5 shall survive the acceptance of this Note Purchase
Agreement and the issuance of Notes to the undersigned.


 






     

     


    

 


6.              AMOUNT
OF NOTE. The undersigned hereby subscribes for a Note in the principal amount set forth on the signature page to this Agreement.


 


7.              PLACEMENT
AGENT COMPENSATION AND REIMBURSEMENTS OF EXPENSES. The undersigned and the Company acknowledge and agree that (i) the Placement
Agent shall be entitled to a commission of ten percent (10%) of the gross amount of the purchase price paid by each purchaser of
Notes pursuant to a Non-Exclusive Selling Agreement between the Company and the Placement Agent; and (ii) if the Company receives
$700,000 or more in a financing transaction from investors introduced to the Company by the Placement Agent, including the sale
of the Notes, the Placement Agent will be entitled, pursuant to a Consulting Agreement between the Company and the Placement Agent,
to a cash fee of $120,000 payable upon the completion of the financing transaction and shares of the Company’s common stock
having a value of $90,000 as determined by reference to the price at which the common stock is sold in the public offering of the
Company’s securities that is contemplated in the Company’s Form S-1 filed with the Securities and Exchange Commission
on July 28, 2016 (the “Offering”), payable upon closing of the Offering; and (iii) the Placement Agent will be entitled
to reimbursement of its documented out of pocket expenses pursuant to the Consulting Agreement between the Company and the Placement
Agent.


 


8.              GOVERNING
LAW. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and enforced in accordance with the internal laws of the State of New York, without regard to the principals of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (whether against a named party to this Agreement or any of their affiliates, agents, officers, directors
or employees), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.


 




     

     


    

 


THE UNDERSIGNED REPRESENTS THE UNDERSIGNED
HAS READ THIS NOTE PURCHASE AGREEMENT AND FULLY UNDERSTANDS THE TERMS CONTAINED HEREIN


 


The undersigned hereby
subscribes for a Note in the principal amount of $_____________ for an aggregate purchase price of $_________________.


 


 


	 	 	 	 
	Print Name of Individual	 	Print Name of Joint Purchaser, if any	 
	 	 	 	 
	 	 	 	 
	Signature of Individual	 	Signature of Joint Purchaser, if any	 
	 	 	 	 
	Legal Residence of Individual:	 	Legal Residence of Joint Purchaser, if any:	 
	 	 	 	 
	 	 	 	 
	Number and Street	 	Number and Street	 
	 	 	 	 
	 	 	 	 
	City, State, Zip Code	 	City, State, Zip Code	 
	 	 	 	 
	Mailing Address if different from above:	 	Mailing Address if different from above:	 
	 	 	 	 
	 	 	 	 
	Number and Street	 	Number and Street	 
	 	 	 	 
	 	 	 	 
	City, State, Zip Code	 	City, State, Zip Code	 




 


[ACCEPTANCE SIGNATURE PAGE OF THE COMPANY
TO IMMEDIATELY FOLLOW THIS PAGE]


 






     

     


    






ACCEPTED BY MICROPHASE CORPORATION, this
____ of December, 2016.


  


	 	By:	____________________________________	 
	 	 	Name:	 
	 	 	Title:	 




 


 




     

     


    

 


EXHIBIT A


 


Form of Note


 


(attached)