0001553350-20-000989 Sample Contracts

AMENDED AND RESTATED REVOLVING CREDIT NOTE
Revolving Credit Note • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus

FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of TWO MILLION AND NO/100THS DOLLARS (U.S. $2,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.

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TERM NOTE B
Term Note • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus

FOR VALUE RECEIVED, the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of ONE MILLION and No/100ths DOLLARS (U.S. $1,000,000.00) on or before November 1, 2027, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Credit Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Amended and Restated Credit Agreement dated of even date herewith by and between Borrower and Lender (as amended, modified, supplemented or restate

LOAN AGREEMENT BY AND BETWEEN PDEX FRANKLIN LLC AND
Loan Agreement • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus • California

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2020, by and between PDEX Franklin LLC, a California limited liability company (together with its permitted successors and assigns, the “Borrower”), and Minnesota Bank & Trust, Minnesota state banking corporation (together with its successors and assigns, the “Lender”).

TERM NOTE
Term Note • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus

FOR VALUE RECEIVED, the undersigned, PDEX FRANKLIN LLC, a California limited liability company (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of FIVE MILLION TWO HUNDRED SEVEN THOUSAND FOUR HUNDRED SEVENTY TWO and No/100ths Dollars ($5,207,472.00) on or before November 1, 2030, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Loan Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Loan Agreement dated of even date herewith by and between Borrower and Lender (as

DEED OF TRUST WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Deed of Trust • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus • California

THIS DEED OF TRUST WITH ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING is made as of November 6, 2020 by PDEX FRANKLIN LLC, a California limited liability company ("Borrower"), to The Heritage Escrow Company, a California corporation, as trustee ("Trustee"), for the benefit of MINNESOTA BANK & TRUST, a Minnesota state banking corporation, as beneficiary ("Lender"). The respective addresses of Borrower, Trustee and Lender are set forth in Section 5.5.

ASSIGNMENT OF LEASES AND RENTS
Assignment of Leases and Rents • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus

THIS ASSIGNMENT is made as of the sixth day of November, 2020, by PDEX FRANKLIN LLC, a California limited liability company (hereinafter called the “Borrower”), in favor of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (“Lender”).

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