Exhibit 10.07


 





Execution Copy


 


AMENDMENT
TO


NOTE PURCHASE
AGREEMENT


 


 


This
Amendment to the Note Purchase Agreement, dated as of July 31, 2012,
as amended, (this "Amendment"), is entered into
as of October 1,2015 (subject to the satisfaction of the conditions set forth in Section 3 below,
the "Effective Date"), by and between Dynasil Corporation of America, a Delaware
corporation (the "Company"), and Massachusetts
Capital Resource Company (the "Purchaser").


 


W
I T N E S S E T H:


 


WHEREAS,
the Company and the Purchaser are parties to that certain Note Purchase Agreement, dated as
of July 31,2012, (as amended to date and as amended hereby
and as may be further amended, restated, supplemented or otherwise modified from time to time,
the "Purchase Agreement");


 


WHEREAS,
pursuant to the Purchase Agreement the Company issued and sold to the Purchaser the Company’s
Note, due 2017, in the original outstanding principal
amount of $3,000,000 (the ''Note',);


 


WHEREAS,
the Company has requested the Purchaser to amend certain provisions
of the Purchase Agreement and the Note;
and


 


WHEREAS,
the Purchaser is willing to make such amendments, all on
the terms and subject to the conditions set forth herein;


 


NOW,
THEREFORE, in consideration
of the foregoing and for other good and valid consideration, the
receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.
Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Purchase Agreement.


 


2.
Amendment to Purchase Agreement and Notes. Upon satisfaction
of the conditions to effectiveness set forth in Section 3 below:


 


(a)
As of and from the Effective
Date of this Amendment,
all references in
the Purchase Agreement, and all exhibits
thereto, to the Notes being
"due 2017" are hereby amended to read "due
2018". Further,
all references
in the Purchase
Agreement, and all exhibits
thereto, to the Notes
being due on "July 31,
2017" are hereby amended to read "July 31,
2018".


 




    	 	 	 



     


    

 


(b) As of and from the
Effective Date of this Amendment, and after giving effect to the prepayment of $2,000,000 in principal amount of the Notes, Section
1.04(a) of the Purchase Agreement is amended in its entirety to read as follows:


 


"(a) Required
Redemption. Beginning on and with September 30, 2016, and on the last day of each
calendar month thereafter through and including July 31, 2018, the Company will redeem, without premium, $43,478.26 in
principal amount of the Notes, or such lesser amount as may be then outstanding, together with all accrued and unpaid
interest then due on the amount so redeemed. On the stated or accelerated maturity of the Notes, the Company will pay the
principal amount of the Notes then outstanding together with all accrued and unpaid interest then due thereon. No optional
redemption of less than all of the Notes shall affect the obligation of the Company to make the redemptions required by this
subsection."


 


(c) As of and from
the Effective Date of this Amendment, Section 4.01(k) of the Purchase Agreement is amended in its entirety to read as
follows:


 


"(k)
Maintenance of Consolidated Fixed Charge Coverage Ratio. Maintain at all times a Consolidated Fixed Charge Coverage Ratio of not
less than 1.25 to 1.00 for each rolling four quarter period ending on or after December 31, 2015. Compliance with this covenant
shall be tested on a rolling four (4) quarters basis as of the last day of each quarter of each Fiscal Year of Company."


 


(d) As of and from the Effective
Date of this Amendment, all references in the Notes to being "due
2017" are hereby amended to read "due 2018". Further, all references in the Notes to being due on "July 31,
2017" are hereby amended to read "July 31, 2018".


 


(e)
As of and from the Effective Date of this Amendment, the first paragraph of the Notes shall be amended by reducing the interest
rate from ''ten percent (10%) per annum" to "six percent (6%) per annum"; provide however, that if at any time the
Company shall be in violation of the Consolidated Fixed Charge Coverage Ratio as amended by this Amendment such interest rate shall
immediately thereupon and from such date revert back to ten percent (10%) per annum.


 


3. Conditions. The effectiveness
of this Amendment is subject to the following conditions:


 


(a) the
execution and delivery of this Amendment by the Company and the Purchaser;


 


(b) Middlesex
Savings Bank shall have consented to this Amendment and the provisions contained herein;


 


(c)
the execution of the acknowledgement of this Amendment by each guarantor
whose name appears at the end of this Amendment;


 




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(d)
the Purchaser shall have received a certificate of the Company certifying certified copies of all documents evidencing other necessary
corporate or other action and governmental approvals, if any, with respect to this Amendment and the Note;


 


(e) the Company shall have
prepaid $2,000,000 in principal amount of the outstanding Notes, together with all accrued and unpaid interest due thereon;


 


(f) if requested by the
Purchaser, the Company shall have issued and delivered to the Purchaser the Note, as herein amended, against tender by the Purchaser
of the existing Note; and


 


(g) the Company shall have
paid the Purchaser all fees, costs and expenses of the Purchaser in connection with this Amendment, including, without limitation,
reasonable fees, costs and expenses of counsel.


 


4. Representations and Warranties. The Company hereby
represents and warrants to the Purchaser as follows:


 


(a)
the Company is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;


 


(b)
the Company has the power and authority to execute, deliver and perform its obligations under this Amendment, the Purchase Agreement
and the Note;


 


(c) the
execution, delivery and performance by the Company of this Amendment, the Purchase
Agreement and the Note have been duly authorized by all necessary corporate action and does not and will not require any registration
with, consent or approval of, notice to or action by, any Person (including any governmental agency);


 


(d)
this Amendment, the Purchase Agreement, the Note, and any other loan documents executed in connection herewith and therewith (the
"Loan Documents") to which the Company or any of its subsidiaries or affiliates is a party, as each Loan Document is
amended by this Amendment, constitute the legal, valid and binding obligation of the Company and such subsidiaries and affiliates,
enforceable against such person in accordance with its terms;


 


(e)
after giving effect to this Amendment, (i) no Event of Default exists or shall exist under the Purchase Agreement, and (ii) no
event of default exists or shall exist under the Company's or any of its subsidiaries' or affiliates' loan agreements with any
bank or financial institution;


 


(f)
after giving effect to this Amendment, all representations and warranties by the Company contained in the Purchase Agreement and
the Note are true and correct in all material respects as of the date hereof, except to the extent made as of a specific date,
in which case each such representation and warranty shall be true and correct as of such date; and


 




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(g)
by its signature below, the Company agrees that it shall constitute an Event of Default if any representation or warranty made
herein is untrue or incorrect in any material respect as of the date when made or deemed made.


 


5. Agreement in
Full Force and Effect as Amended. Except as specifically amended hereunder, the Purchase Agreement, the Note, and other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set
forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Purchase
Agreement or any other Loan Document or any right, power or remedy of the Purchaser, nor constitute a waiver of any provision
of the Purchase Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or
delivered in connection therewith or of any Event of Default under any of the foregoing, in each case, whether arising before
or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the
future exercise of any right, remedy, power, or privilege
available to the Purchaser whether under the Purchase Agreement, the Note, the
other Loan Documents, at law or otherwise and nothing
contained herein shall constitute a course of conduct or dealing among the parties hereto. All references to the Purchase
Agreement shall be deemed to mean the Purchase Agreement as amended hereby. This
Amendment shall not constitute a novation or satisfaction and accord of the Purchase Agreement and/or other Loan Documents,
but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Purchase
Agreement, the Note, and Loan Documents as amended by this Amendment, as though such terms and conditions were set forth
herein. Each reference in the Purchase Agreement to ''this Agreement," "hereunder,"
"hereof," "herein" or words of similar import shall mean and be a reference to the Purchase Agreement as
amended by this Amendment, and each reference herein or in any other Loan Document to the "Purchase
Agreement" shall mean and be a reference to the Purchase Agreement as amended and modified by this
Amendment.


 


6.
Counterparts. This Amendment may be executed by one or
more of the parties to this Amendment and any number of separate counterparts, each
of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute
but one and the same instrument.


 


7.
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Company and its successors and assigns
and the Purchaser and its successors and assigns.


 


8.
Further Assurance. The Company hereby agrees from time to time, as and when requested by the Purchaser, to execute and deliver
or cause to be executed and delivered, all such documents, instruments
and agreements and to take or cause to be taken such further or other action as the Purchaser may reasonably deem necessary or
desirable in order to carry out the intent and purposes of this Amendment, the
Purchase Agreement, the Note, and the Loan Documents.


 


9.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.


 




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10. Severability. Wherever
possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the
remaining provisions of this Amendment.


 


 


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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IN WITNESS
WHEREOF, each of the undersigned has executed this Amendment
as of the date set forth above.


 


	 	DYNASIL CORPORATION
    OF AMERICA
	 	 
	 	By:
    /s/ 	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, CFO
	 	 	 
	 	 	 
	 	MASSACHUSETTS
    CAPITAL RESOURCE COMPANY
	 	 	 
	 	By: /s/	Suzanne
    L. Dwyer
	 	 	Suzanne
    L. Dwyer, Vice President





 


	 




 


Each of the undersigned,
hereby agrees to the foregoing changes and hereby confirms its Unconditional Guaranty, dated July 31, 2012 as amended, issued
by the undersigned in favor of Massachusetts Capital Resource Company.




 


	 	DYNASIL
    BIOMEDICAL CORPORATION
	 	 	 
	 	By: /s/ 	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, Treasurer
	 	 	 
	 	EVAPORATED
    METAL FILMS CORPORATION
	 	 	 
	 	By: /s/	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, Treasurer
	 	 	 
	 	OPTOMETRICS
    CORPORATION
	 	 	 
	 	By: /s/	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, Treasurer
	 	 	 
	 	RADIATION
    MONITORING DEVICES, INC.
	 	 	 
	 	By: /s/	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, Treasurer
	 	 	 
	 	RMD
    INSTRUMENTS CORPORATION
	 	 	 
	 	By: /s/	Thomas
    C. Leonard
	 	 	Thomas C. Leonard, Treasurer




 


 


[Signature
Page to the Amendment to Note Purchase Agreement]