Exhibit
10.1


 


SIXTH
AMENDMENT


TO


SECOND
AMENDED AND
RESTATED LOAN AND SECURITY
AGREEMENT


 


This
Sixth Amendment to Second Amended
and Restated Loan and Security
Agreement (this “Amendment”)
is entered into as of April 13, 2020,
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 has been and 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 (i) increase the amount of the Revolving Line, (ii) extend the
maturity date, and (iii) make certain other revisions to the Loan Agreement 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.
Amendments to Loan Agreement.


 


2.1 Section 2.3 (Payment of Interest on the Credit Extensions). Section 2.3(a) is amended in
its entirety and replaced with the following:





 


(a)
Interest Rate.


 


(i)
Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line (other than Non-Formula
Advances) shall accrue interest at a floating per annum rate equal to (A) during any Streamline Period, the greater of (1) three-quarters
of one percentage point (0.75%) above the Prime Rate and (2) four percent (4.00%), and (B) during any Non-Streamline Period, the
greater of (1) one and one-half percentage points (1.50%) above the Prime Rate and (2) four and three-quarters percent (4.75%),
in any case, which interest shall be payable monthly in accordance with Section 2.3(d) below.


 






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(ii)
Non-Formula Advances. Subject to Section 2.3(b), the outstanding principal amount of the Non-Formula Advances shall accrue
interest at a floating per annum rate equal to the greater of (A) one and one-half percentage points (1.50%) above the Prime Rate
and (B) four and three-quarters percent (4.75%), in either case, which interest shall be payable monthly in accordance with Section
2.3(d) below.


 


2.2
Section 2.4 (Fees). Section 2.4(e) is amended in its entirety and replaced with the following:





 


(e)
Revolving Line Facility Fee. A non-refundable facility fee of One Hundred Thousand Dollars ($100,000), fully earned as
of the Sixth Amendment Date, and payable as follows: (i) Fifty Thousand Dollars ($50,000), shall be due and payable on the Sixth
Amendment Date, and (ii) Fifty Thousand Dollars ($50,000), shall be due and payable on the first anniversary of the Sixth Amendment
Date (or any earlier termination of the Revolving Line);


 


2.3
Section 6.6 (Access to Collateral; Books and Records). Section 6.6 is amended by adding the following sentence to the end
thereof:


 


Borrower
hereby acknowledges that such an audit shall be conducted prior to the first Advance after the Sixth Amendment Date.


 


2.4
Section 6.8 (Operating Accounts). Section 6.8(a) is amended in its entirety and replaced with the following:


 


(a)
Borrower and its Subsidiaries shall maintain account balances in any of its accounts at or through Bank representing at least
seventy-five percent (75%) of all deposit account balances of Borrower and such Subsidiaries at any financial institution. Borrower
and its Subsidiaries shall obtain any letters of credit exclusively from Bank.


 


2.5
Section 7.11 (Subsidiary Assets). A new Section 7.11 is added to the Loan Agreement as follows:


 


7.11
Subsidiary Assets. Permit its Subsidiaries’ total cash to exceed One Hundred Thousand Dollars ($100,000) (exclusive
of the One Hundred Thousand Dollars ($100,000) on deposit at Bank Hapoalim as of the Sixth Amendment Date).


 






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2.6
Section 13 (Definitions). Clauses (b), (c), (d), (e), (q), and (v) of the defined term “Eligible Accounts” in
Section 13.1 are amended in their entirety and replaced with the following:





 


(b)
Accounts that the Account Debtor has not paid within ninety (90) days (one hundred eighty (180) days for Accounts of SkinCure
Oncology) of invoice date regardless of invoice payment period terms;


 


(c)
Accounts with credit balances over ninety (90) days (one hundred eighty (180) days for Accounts of SkinCure Oncology) from invoice
date;





 


(d)
Accounts owing from an Account Debtor, if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not
been paid within ninety (90) days (one hundred eighty (180) days for Accounts of SkinCure Oncology) of invoice date;


 


(e)
Accounts owing from an Account Debtor which does not have its principal place of business in the United States other than Accounts
owing from Account Debtors approved in writing by Bank on a case-by-case basis in its sole discretion;


 


(q)
Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days (one hundred eighty
(180) days for Accounts of SkinCure Oncology);


 


(v)
Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts (except
for SkinCure Oncology, for which such percentage is fifty percent (50%)), for the amounts that exceed that percentage, unless
Bank approves in writing; and





 


2.7
Section 13 (Definitions). The defined term “Permitted Investments” in Section 13.1 is amended by deleting the
word “and” from the end of clause (g), replacing the period at the end of clause (h) with “; and”, and
adding a new clause (i) as follows:





 


(i)
Investments (i) by Borrower in Subsidiaries not to exceed (A) One Million Four Hundred Thousand Dollars ($1,400,000) in the aggregate
for the 2020 fiscal year, and (B) Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate for the 2021 fiscal year and
for each fiscal year thereafter, and (ii) by Subsidiaries in other Subsidiaries or in Borrower.


 


2.8
Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are amended in their
entirety and replaced with the following:


 


“Non-Formula
Amount” is an amount equal to (a) at all times that Borrower maintains an Adjusted Quick Ratio, tested monthly, of at
least 1.50 to 1.00, Three Million Dollars ($3,000,000), and (b) at all times that Borrower maintains an Adjusted Quick Ratio,
tested monthly, of less than 1.50 to 1.00, Zero Dollars ($0).


 


“Revolving
Line” is an aggregate principal amount equal to Ten Million Dollars ($10,000,000).


 


“Revolving
Line Maturity Date” means April 1, 2022.





 






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2.9
Section 13 (Definitions). The following term and its definition are added to Section 13.1, in appropriate alphabetical order,
as follows:


 


“Sixth
Amendment Date” is April 13, 2020.


 


2.10
Exhibit B (Compliance Certificate). Exhibit B to the Loan Agreement is amended in its entirety and replaced with Exhibit
B attached hereto.


 


3.
Limitation of Amendments.


 


3.1
The amendments set forth in Section 2, above, are 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.


 


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;


 






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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.
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.


 


6.
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.


 


7.
Electronic Execution of Documents. Each party hereto may execute this Amendment by electronic means and recognizes
and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage
hereof.


 


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 the facility fee in an amount equal to Fifty Thousand Dollars ($50,000)
pursuant to Section 2.4(e)(i) of the Loan Agreement (as amended hereby), 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/
    Dan Greaney	 	By:	/s/
    Javier Rampolla
	Name:	Dan Greaney	 	Name:	Javier Rampolla
	Title:	Vice President I, Life Sciences	 	Title:	CFO







 


[Signature
Page to Sixth Amendment to


Second
Amended and Restated Loan and Security Agreement]


 






     


     


    




 





EXHIBIT
B


 


COMPLIANCE
CERTIFICATE


 





	TO:	SILICON VALLEY BANK	Date: ________________
	FROM:	SENSUS HEALTHCARE, INC.	 







 





 


The
undersigned authorized officer of SENSUS
HEALTHCARE, INC. (“Borrower”)
certifies that under the terms and
conditions of the Second Amended and Restated
Loan and Security Agreement between Borrower
and Bank (the “Agreement”),
(1) Borrower is in complete compliance for
the period ending
_______________ with all required
covenants except as noted below,
(2) there are no Events of Default, (3)
all representations and warranties in
the Agreement are true and correct in all material
respects on this date except as
noted below; provided, however, that such materiality
qualifier shall not be applicable
to any representations and warranties that already
are qualified or modified by
materiality in the
text thereof; and provided, further
that those representations
and warranties expressly referring
to a specific date shall be true,
accurate and complete in all material
respects as of such date, (4) Borrower, and
each of its Subsidiaries, has
timely filed all required tax
returns and reports, and Borrower
has timely paid all foreign,
federal, state and local taxes, assessments,
deposits and contributions owed
by Borrower except as otherwise
permitted pursuant to the terms of Section
5.9 of the Agreement, and (5) no Liens have
been levied or claims made against
Borrower or any
of its Subsidiaries relating to
unpaid employee payroll or benefits of
which Borrower has not previously
provided written notification to Bank.
Attached are the required documents
supporting the certification. The undersigned
certifies that these are prepared
in accordance with GAAP consistently
applied from one period to the next
except as explained in an accompanying
letter or footnotes. The undersigned acknowledges
that no borrowings may be requested
at any time or date of determination
that Borrower is not in compliance with
any of the terms of the Agreement, and
that compliance is determined not just
at the date this certificate is delivered.
Capitalized terms used but not otherwise
defined herein shall have the meanings
given them in the Agreement.


 


Please
indicate
compliance status
by circling Yes/No
under “Complies” column.





 


	Reporting Covenant	 	Required	 	Complies
	 	 	 	 	 
	Monthly financial statements with Compliance Certificate	 	Monthly within 30 days	 	Yes No
	Annual financial statement (CPA Audited) + CC	 	FYE within 150 days	 	Yes No
	10-Q, 10-K and 8-K	 	Monthly within 30 days	 	Yes No
	Borrowing Base Report	 	Monthly within 30 days	 	Yes No
	A/R & A/P Agings, Deferred Revenue report	 	Monthly within 30 days	 	Yes No
	Annual Financial Projections	 	FYE within 30 days and as updated	 	Yes No



 


	Financial Covenant	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Maintain on a Monthly Basis:	 	 	 	 	 	 
	Minimum Adjusted Quick Ratio	 	1.35:1.00	 	____:1.00	 	Yes No



 


	Lockbox; Streamline Period; Non-Formula Availability	 	Applies
	AQR ≥ 2.00:1.00*	 	No Lockbox Required; Streamline Period; Non-Formula = $3,000,000	 	Yes No
	2.00:1.00 > AQR ≥ 1.50:1.00*	 	Lockbox Required; Streamline Period; Non-Formula = $3,000,000	 	Yes No
	AQR < 1.50:1.00	 	Lockbox Required; Non-Streamline Period; Non-Formula = $0	 	Yes No



 


		*	At
all times
during the applicable
Testing Month



 








     


     


    




 





The
following financial covenant analysis and information set forth
in Schedule 1 attached hereto
are true and accurate as of the
date of this Certificate.


 


The
following are the exceptions with respect
to the certification above: (If no exceptions
exist, state “No exceptions
to note.”)




 










 



 










 



 





 



 


	Sensus Healthcare, Inc.	 	BANK USE ONLY
	 	 	 
	By:	        	 	Received by:	 
	Name:	 	 	 	AUTHORIZED SIGNER
	Title:	 	 	
	 	 	Date:	 
	 	 	 
	 	 	Verified:	                  
	 	 	 	AUTHORIZED SIGNER
	 	 	 	 
	 	 	Date:	 
	 	 	 	 
	 	 	Compliance Status: Yes No




 






     


     


    

 





Schedule
1 to Compliance Certificate


 


Financial
Covenants of Borrower


 


In
the event of a conflict
between this Schedule and the Loan
Agreement, the terms of the Loan Agreement shall govern.


 




Dated:
____________________





 


		I.	Adjusted
Quick Ratio



 





	Required:	1.35:1.00
    (For financial covenants) 
	 	2.00:1.00 (For Lockbox
    to not be required) 
	 	1.50:1.00
    (For Streamline Period eligibility (at all times during the applicable Testing Month) and Non-Formula availability)




 


Actual:


 





	A. 	Aggregate
    value of the unrestricted cash and Cash Equivalents of Borrower maintained with Bank 	$_________ 
	 	 	 
	B. 	Aggregate
    value of the net billed accounts receivable of Borrower 	$ _________ 
	 	 	 
	C. 	Quick
    Assets (the sum of lines A and B) 	$ _________ 
	 	 	 
	D. 	Aggregate
    value of Obligations to Bank 	$ _________ 
	 	 	 
	E. 	Aggregate
    value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet,
    including all Indebtedness and the current portion of Subordinated Debt, and not otherwise reflected in line D above that
    matures within one (1) year 	$ _________ 
	 	 	 
	F. 	Current
    Liabilities (the sum of lines D and E) 	$ _________ 
	 	 	 
	G. 	Aggregate
                                                value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as
                                                revenue
	$ _________ 
	 	 	 
	H. 	Line
    F minus line G 	$ _________ 
	 	 	 
	I. 	Adjusted
    Quick Ratio (line C divided by line H) 	____:1.00 




 


Is
line I equal to or greater than 1.35:1.00?


 





	_______  No:
    Not in compliance	 	_______  Yes:
    In Compliance
	 	 	 
	Has line
    I been equal to or greater than 2.00:1.00 at all times during the term of this Agreement?
	 	 	 
	_______  No: Lockbox is
    required	 	_______  Yes:
                                Lockbox is not required





	 	 	 
	Was
                                         line I equal to or greater than 1.50:1.00 at all times during the applicable Testing
                                         Month?



	 	 	 
	_______  No: Non-Streamline
    Period; Non-Formula = $0	 	_______  Yes: Streamline
    Period; Non-Formula = $3,000,000