On December 29, 2023 (the Amendment Date), Pro-Dex, Inc. entered into Amendment No. 3 to Amended and Restated Credit Agreement (the Amendment") with Minnesota Bank and Trust, a division of HTLF Bank (MBT), successor by merger to Minnesota Bank and Trust, which amends the Company's Amended and Restated Credit agreement, (as amended, the Credit Agreement). The Amendment extends the maturity date of the Company's amended and Restated Credit Agreement and the Supplemental Revolving Note (the Supplemental Note) with MBT from December 29, 2024, to December 29, 2025.

The Revolving Note may be borrowed against from time to time by the Company through its maturity date on the terms set forth in the Credit Agreement. As of the date of this Current Report on Form 8-K, the Company's has drawn $2,500,000 against the Revolving Note, the entire amount of which remains outstanding. Loan origination fees and legal fees in the amount of $17,535 have been paid to MBT in conjunction with the Revolving Note and Supplemental Note.

The purpose of the Supplemental Note is for financing acquisitions and repurchasing shares of the Company's common stock. The Supplemental Note may be borrow against from time to time by The Company through its maturity date of December 29, 2025, on the terms set forth in The Credit Agreement. No amounts have been drawn on the Supplemental Note as of the date of this Current report on Form 8-K. The Revolving Note and Supplemental Note (collectively the Notes) bear interest at an annual rate equal to the greater of (a) 5.0% or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited ("CBA") plus 2.5% (the Adjusted Term SOFR Rate").

Now, thereFORE, the parties agree as follows: Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby. Amendment. The Original Agreement is hereby amended as follows: (a) The definitions of the terms Revolving Credit Termination Date" and Supplemental Revolving Credit Commitment Date" defined in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows: Revolving Credit Termination Date' means the earliest to occur of (a) December 29, 2025, (b) the date the Supplemental Revolving Credit Commitment is reduced to zero pursuant to Section 2.04, and (c) the termination of the Supplemental Revolving Credit commitment pursuant to Section 8.02." (b) Section 7.13(b) of the Original Agreement is hereby amend by deleting the occurrence of the phrase on any subsequent Measurement Date" in such Section.

Article IX of the Original Agreement is hereby Amended and Restated Agreement is hereby amended by adding a new Section 9.15 to read as follows: Section 9.15 Arbitration. (a) Disputes. Lender and Borrower hereby agree that all disputes, claims and disputes between them whether individual or joint in nature, whether arising from the agreement, or any related note or agreement, whether inort, contract or equitable, and now existing or hereafter arising (collectively, Disputes") shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party.

The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. The Arbitration provision is a material inducement for the parties entering into the transactions relating to this agreement. Any party who fails or refusal to submit to amendment following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration.