Exhibit 10.1 


 


SECOND
Amendment


 to






SECOND
AMENDED AND RESTATED Loan and security agreement


 


This
Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as
of September __, 2017, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare,
LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL
33487.


 


Recitals


 


A.       Bank
and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of September 21,
2016 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).


 


B.       Bank
has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.       Borrower
has requested that Bank amend the Loan Agreement to extend the maturity date as more fully set forth herein.


 


D.       Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:


 


1.                 
Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 


2.                 
Amendment to Loan Agreement.


 


      2.1             
Section 13 (Definitions). The following term and its definition set forth in Section 13.1 are amended in
their entirety and replaced with the following:


 


     “Revolving
Line Maturity Date” is November 19, 2017.


 


3.                 
Limitation of Amendment.


 


     3.1           
   The amendment set forth in Section 2, above, is effective for the purposes set forth herein and
shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or
modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which
Bank may now have or may have in the future under or in connection with any Loan Document.


 






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     3.2             
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


4.                
Representations and Warranties.
To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


     4.1             
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan
Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations
and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default
has occurred and is continuing;


 


     4.2             
Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the
Loan Agreement, as amended by this Amendment;


 


     4.3         
     The organizational documents of Borrower most recently delivered to Bank remain true,
accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and
effect;


 


     4.4      
       The execution and delivery by Borrower of this Amendment and the performance
by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;


 


     4.5             
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any
court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational
documents of Borrower;


 


     4.6             
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and


 


     4.7             
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable
against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.


 


5.                
Ratification of Perfection Certificate.
Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection
Certificate dated
on or about September 14, 2016, and acknowledges, confirms and agrees that the disclosures and information Borrower provided to
Bank in such Perfection Certificate have not changed, as of the date hereof.


 






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6.                 
Integration.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


7.                
 Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


8.                 
Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto,
(b) Borrower’s payment of an extension fee in an amount equal to One Thousand Two Hundred Fifty Dollars ($1,250), and (c)
payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.


 


[Signature
page follows.]


 




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In
Witness Whereof, the parties hereto have caused this Amendment
to be duly executed and delivered as of the date first written above.


  





	BANK	 	BORROWER
	 	 	 	 	 
	Silicon Valley Bank	 	Sensus Healthcare, Inc.
	 	 	 	 	 
	By:	/s/ Sam Subilia	 	By:	/s/ Arthur Levine






	Name:	Sam Subilia	 	Name:	Arthur Levine






	Title:	Vice President	 	Title:	Chief Financial Officer



 


[Signature Page to Second Amendment to 

Second Amended and Restated Loan and Security Agreement]