8-K - SRTS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

____________________

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

SENSUS

HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37714	27-1647271
(State<br> of Incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification No.)
851<br> Broken Sound Pkwy., NW # 215, Boca Raton, Florida		33487
(Address<br> of principal executive offices)		(Zip<br> Code)

Registrant's telephone number, including area code: (561) 922-5808

_________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to<br> Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.01 per share	SRTS	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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SENSUS

HEALTHCARE, INC.

FORM

8-K

CURRENT

REPORT

Item 1.01	Entry into a Material Definitive Agreement.

On June 2, 2026, Sensus Healthcare, Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with City National Bank of Florida (“CNB”) pursuant to which CNB has made available to the Company a revolving credit facility providing for maximum borrowings of $15,000,000 (the “Loan”), which is evidenced by a Revolving Promissory Note, dated June 2, 2026 (the “Note”), made by the Company in favor of CNB. Pursuant to the terms of the Note, advances made under the Loan bear interest at the Secured Overnight Financing Rate plus 3% per annum and have a maturity date of June 5, 2027 unless extended by mutual agreement of the Company and CNB. Pursuant to a Pledged Collateral and Restricted Account Agreement, dated June 2, 2026 (the “Pledged Collateral Agreement”), between the Company and CNB, the Loan is secured by cash collateral in the amount of $2,230,000, and pursuant to a Security Agreement, dated June 2, 2026 (the “Security Agreement”), between the Company and CNB, the Loan is secured by a security interest in all of the Company’s assets (the “Collateral”).

Under the Loan Agreement, the Company must obtain CNB’s prior written consent in order to take any of the following actions: (a) sell or transfer any of the Company’s assets outside the ordinary course of its business; (b) incur, create, assume, or permit to exist any other indebtedness (subject to certain exceptions); (c) encumber any of the Company’s assets with any liens other than liens in favor of CNB and certain other permitted liens, or (d) remove the Company’s current Chief Executive Officer, President or Chief Financial Officer. The Loan Agreement contains a financial covenant requiring that the Company maintain a minimum debt service coverage ratio of 1.50. The Loan Agreement also contains customary representations and warranties and customary events of default, upon the occurrence of which, after any applicable grace period, CNB would have the ability to accelerate all outstanding advances, terminate the Loan, and exercise remedies with respect to the Collateral.

This description of the Loan Agreement, Note, Pledged Collateral Agreement, and Security Agreement is qualified in its entirety by reference to the Loan Agreement, Note, Pledged Collateral Agreement, and Security Agreement, which are attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively.

As previously reported, the Company’s previous revolving credit facility, made available to the Company by Fifth Third Bank, N.A., as successor to Comerica Bank, has been terminated.

Item 9.01	Financial<br> Statements and Exhibits

(d)Exhibits.

Exhibit Number	Description
10.1	Loan Agreement, dated as of June 2, 2026, by and between the Company and CNB
10.2	Revolving Promissory Note, dated as of June 2, 2026, made by the Company in favor of CNB
10.3	Pledged Collateral and Restricted Account Agreement, dated as of June 2, 2026, by and between the Company and CNB
10.4	Security Agreement, dated as of June 2, 2026, by and between the Company and CNB
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENSUS HEALTHCARE, INC.
Date: June<br> 5, 2026	By:	/s/ Javier Rampolla
		Javier Rampolla
		Chief Financial Officer

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Exhibit 10.1

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) with an effective date of June 2, 2026 is executed by **SENSUS HEALTHCARE, INC.,**a Delaware corporation, with an address of 851 Broken Sound Parkway N.W., #215, Boca Raton, Florida 33487 (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address of 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RECITALS

A. Borrower has requested, and Lender has agreed to make a revolving credit facility available to Borrower in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”), as evidenced by that certain Revolving Promissory Note dated of even date herewith from Borrower in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”). The Note is secured by a (i) first priority blanket secured interest (subject to Permitted Liens (as defined below)) in all the business assets of Borrower as described in the Security Agreement (as defined below) and (ii) cash collateral in the amount of $2,230,000.00 held in the Cash Collateral Account (as defined below). The funds are to be used by Borrower for working capital needs.

B. Borrower and Lender have negotiated the terms and conditions of, and wish to enter into, this Agreement in order to set forth the terms and conditions of the Loan.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, Borrower and Lender agree as follows:

1. Definitions. As used in this Agreement the terms listed below shall have the following meanings unless otherwise required by the context:

(a) Account: Shall have the meaning set forth in the Code.

(b) Account Debtor: Means a Person who is obligated under any Account.

(d) Affiliate: Shall mean, with respect to a Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person. A Person shall be deemed to be "controlled by" another Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise.

(e) Business Day: Means any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Miami, Florida.

(f) Capital Expenditures: Means all expenditures which would be required to be capitalized and shown on the balance sheet of Borrower, including expenditures in respect to Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking of eminent domain or condemnation of the assets being replaced.

(g) Capital Lease: Means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real and personal property by such Person that is accounted for as a capital lease on the balance sheet of such Person.

(h) Cash Collateral Account: Shall have the meaning given to such term in Section 6(c).

(i) Cash Collateral Funds: Shall have the meaning given to such term in Section 6(c).

(j) Code: Means the Uniform Commercial Code (or any successor statute), as adopted and in force in Florida or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Code and not otherwise defined in this Agreement or in any other Loan Document and not otherwise defined in such other Loan Document has the meaning given to the term in the Code.

(k) Collateral: Shall have the meaning given to such term in the Security Agreement. Lender shall have a first priority secured interest in the Collateral (subject to Permitted Liens).

(l) Collateral Access Agreement: Means an agreement pursuant to which a lessor of property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of inventory owned by Borrower, acknowledges the liens of Lender and waives any liens held by such Person on such property, and in the case of any such agreement with a lessor, permits Lender reasonable access to and use of such property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any Collateral stored or otherwise located thereon, and contains such other provisions as otherwise acceptable to Lender.

(m) Debt Service: All principal and interest due and payable under the Note.

(n) Debt Service Coverage Ratio (Post Distribution) or DSCR: For any computation, shall be defined as (i) Borrower’s EBITDA less cash taxes paid, less shareholder distributions, less net increases in loans/due to Related Parties less unfinanced Capital Expenditures, plus or minus extraordinary items at Lender’s sole and absolute discretion divided by (ii) scheduled payments of Long Term Debt plus interest expense, all calculated on a trailing twelve (12) month basis as of the end of each Fiscal Quarter in accordance with GAAP.

(o) EBITDA: As applies to any Person, the sum of earnings before interest, taxes, depreciation and amortization all calculated on a trailing twelve (12) month basis in accordance with GAAP.

(p) Event of Default: Shall have the meaning given to such term in Section 8.

(q) Financing Statements: The financing statements to be filed in Florida, Delaware and Tennessee naming Borrower as debtor and Lender as secured party which are intended to perfect Lender’s security interest in the Collateral.

(r) Fiscal Quarter: Means the fiscal quarters of Borrower ending on March 31, June 30, September 30 of each Fiscal Year.

(s) Fiscal Year: Means the fiscal year of Borrower, which period shall be a Twelve (12) month period ending on December 31 of each year.

(t) GAAP: Generally accepted accounting principles consistently applied, as adopted in the United States, and as amended from time to time.

(u) Governmental Authority: Any governmental or quasi-governmental authority, agency, authority, board, commission, or governing body authorized by federal, state or local laws or regulations as having jurisdiction over Lender, Borrower, or the ownership, development or sale thereof.

(v) Governmental Requirements: The standards for property appraisals established under applicable regulations governing national or state-chartered banks promulgated by the Board of Governors of the Federal Reserve System or the United States Comptroller of the Currency, and any other regulations promulgated by any Governmental Authority which apply to Lender.

(w) Indebtedness: Means indebtedness or liability on account of advances or deposits, any indebtedness or liability for borrowed money, any indebtedness constituting the deferred purchase price of any property or assets, any indebtedness owed under any conditional sale or title retention agreement, contingent obligations pursuant to guaranties, endorsements, letters of credit and other secondary liabilities or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations.

(x) Initial Advance: Shall have the meaning given to such term in Section 2(a).

(y) Inventory: Shall be defined as present and future goods—including raw materials, work-in-process, finished goods, and supplies held by Borrower for sale, lease, or use in production including materials in transit, inventory in the possession of third parties (bailees), and proceeds from the sale of inventory.

(z) [Intentionally Omitted]

(aa) Key Officer: Means each of Joseph C. Sardano, Michael Sardano and Javier Rampiolla.

(bb) Loan: Shall have the meaning given to such term in the recitals.

(cc) Loan Documents: Any and all documents evidencing, securing, or executed in connection with the Loan, including, without limitation, (i) the Note, (ii) the Security Agreement, (iii) the Pledged Collateral Agreement**,** (iv) the Financing Statements and (v) this Agreement.

(dd) Long Term Debt: Means any indebtedness or payment obligation of Borrower maturing more than Twelve (12) months from the date the Debt was incurred by Borrower.

(ee) Maturity Date: Shall have the meaning given to such term in the Note.

(ff) Note: Shall have the meaning given to such term in the recitals.

(gg) Permitted Lien(s): Shall have the meaning given to such term in the Security Agreement.

(hh) Person: A natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation, a trust, any other legal entity, or any Governmental Authority.

(ii) Pledged Collateral Agreement: That certain Pledged Collateral and Restricted Account Agreement dated of even date herewith from Borrower in favor of Lender, as the same may be amended, restated, modified, or replaced from time to time.

(jj) Related Parties: Any affiliate, director, officer, employee or agent of Borrower.

(kk) Restricted Commitment Amount: Shall have the meaning given to such term in Section 2(a)(iv).

(ll) Security Agreement: That certain Security Agreement dated as of even date herewith from Borrower in favor of Lender in the form attached hereto as Exhibit “A”, as the same may be amended, restated, modified, or replaced from time to time.

(mm) Total Liabilities: Borrower’s total stated liabilities, less subordinated debt.

(nn) Unmatured Event Of Default: Any event that, if it continues uncured, will, with the lapse of time or notice, or both, constitute an Event of Default hereunder and under the other Loan Documents.

2. LoanFunding/Requests for Advances.

(a) Initial Funding. From the date hereof until and including the Maturity Date, Borrower may borrow, repay and reborrow, and Lender may advance and re-advance under this Loan Agreement and the Note from time to time the amount of $2,000,000.00 of the proceeds of the Loan (the “Initial Advance”), provided that at the time of the Advance, there is no ongoing Event of Default and Borrower is in compliance with all financial as well as reporting covenants contained in the Loan Documents. Lender’s obligation to make Advances under this Loan Agreement and the Note shall be contingent upon the establishment of the Cash Collateral Account described in Section 6(c) of this Agreement and may terminate, at Lender’s discretion, upon the earlier to occur of: (i) an Event of Default under this Agreement, or (ii) the Maturity Date. Provided, however, that the funding of Advances shall be limited by the following conditions:

(i)	There shall be no Advances until Borrower has established the Cash Collateral Account in the amount<br>of $2,230,000.00, which account is to be established and funded prior to closing.
(ii)	Advances shall be limited to a Ninety percent (90%) advance rate based on the amount of<br>the Cash Collateral Funds.
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(iii)	The use of the remaining $13,000,000.00 of the Loan (the “Restricted Commitment<br>Amount”) will be restricted for the remaining term of the Loan.
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(b) Funding at Renewal of Loan**.** At the Maturity Date, upon Borrower’s request, Lender shall consider the renewal of the Loan which shall be subject to Lender’s completion of Lender’s standard underwriting procedures and credit approval. If the renewal of the Loan is approved by Lender, in its sole and absolute discretion, Borrower may borrow, repay and reborrow, and Lender may advance and re-advance under the Note from time to time the proceeds of the Loan, provided that the total principal balance outstanding at any one time does not exceed the principal amount stated on the face of the Note and provided that at the time of the Advance, there is no ongoing Event of Default and Borrower is in compliance with all financial as well as reporting covenants contained in the Loan Documents. Lender’s obligation to make such post-renewal Advances under this Note shall be contingent upon Borrower’s maintenance of the required Cash Collateral Funds in the Cash Collateral Account in accordance with Section 6(c) of this Agreement and may terminate, at Lender’s discretion upon the earlier to occur of: (i) an Event of Default under this Agreement or (ii) the Maturity Date. Provided, however, that the funding of such post-renewal Advances of the Restricted Commitment Amount of $13,000,000.00, shall be subject to compliance by Borrower with the following terms and conditions, in addition to the terms and conditions set forth in paragraph (a) above:

(i)	Borrower shall have generated Four (4) consecutive full Fiscal Quarters of positive net<br>income, measured on a consolidated basis in accordance with GAAP.
(ii)	There is no ongoing Event of Default and Borrower is in material compliance with all financial<br>as well as reporting covenants contained in the Loan Documents at the time of the request for such Advance or at the time of the<br>funding of such Advance.
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(iii)	Compliance by Borrower with the Debt Service Coverage Ratio (Post Distribution) required under<br>Section 6(a) of this Agreement. Such compliance shall be tested based on the interest expense at the then prevailing indicative<br>interest rate, the fully funded available commitment plus any existing Debt Service.
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(iv)	Borrower shall have provided to Lender Borrower-prepared financial statements required under Section 6(e)<br>of this Agreement showing the financial performance required under paragraph (i) above.
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(c) Request for Advances. Each request for an Advance shall be made by Borrower’s delivery of an e-mail to Lender, by no later than 12:00 noon, Miami, Florida time, on the Business Day before the requested funding date set forth in the email. Each request for an Advance shall constitute a representation and warranty by Borrower that Borrower is in compliance with all the terms and conditions contained in the Loan Documents.

3. Expenses: Borrower shall pay all reasonable and documented fees and charges incurred in the procuring and making of the Loan and all other reasonable and documented expenses incurred by Lender during the term of the Loan, including without limitation, Florida Documentary Stamp Taxes, if applicable, recording expenses, and the reasonable and documented fees of the attorneys for Lender. Borrower shall also pay any and all insurance premiums, taxes and assessments incurred in connection with the Loan. Such amounts, unless sooner paid, shall be paid from time to time, as Lender shall request, either to the Person to whom such payments are due or to Lender if Lender has paid the same.

4. Warrantiesand Representations. Borrower represents and warrants (which representations and warranties shall be deemed continuing) as follows:

(a) Organization Status. (i) Borrower is (1) a corporation duly organized under the laws of the State of Delaware, (2) is in good standing under the laws of the State of Delaware, (3) is authorized by the State of Florida to transact business in the State of Florida, and (4) has shares which have been duly and validly issued.

(b) Compliance with Laws. Borrower is in compliance with all laws, regulations, ordinances and orders of all Governmental Authorities except to the extent that the failure to comply therewith would not reasonably be expected to have a material adverse effect on the financial condition of Borrower and its ability to perform the obligations hereunder. There is no known violation of any applicable zoning, building or any other local, state or federal laws, ordinances or regulations existing with respect to the current use thereof; and, to the best of its knowledge, Borrower has obtained all licenses, permits and approvals required by all local, state and federal agencies regulating such current use; and, to the best of its knowledge, Borrower is in compliance with all laws, regulations, ordinances and orders of all Governmental Authorities.

(c) Accurate Information. All written information now and hereafter furnished to Lender is and will be, when taken as a whole, true, correct and complete in all material respects. Any such written information relating to Borrower’s financial condition, when taken as a whole, has and will accurately reflect such financial condition as of the date(s) thereof, (including all contingent liabilities of every type) and Borrower further represents that its financial condition has not changed materially or adversely since the date(s) of such documents other than as previously disclosed to Lender.

(d) Authority to Enter Loan Documents. Borrower has full power and authority to enter into the Loan Documents and consummate the transactions contemplated hereby, and the facts expressed or implied in the opinions of its legal counsel are true and correct in all material respects.

(e) Validity of Loan Documents. The Loan Documents have been approved by those Persons having proper authority, and are in all respects legal, valid and binding according to its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(f) Priority of Lien on Collateral. No chattel bill of sale, security agreement, financing statement or other title retention agreement (except those executed in favor of Lender) has been or will be executed with respect to any Collateral described in the Financing Statements.

(g) Conflicting Transactions of Borrower. The consummation of the transaction hereby contemplated and the performance of the obligations of Borrower under and by virtue of the Loan Documents will not result in any breach of, or constitute a default under, any lease, loan or credit agreement, or other instrument to which Borrower is a party or by which Borrower may be bound or affected.

(h) Pending Litigation. There are no actions, suits or proceedings pending against Borrower, or, to the knowledge of Borrower, circumstances which could lead to such action, suits or proceedings against or affecting Borrower or the Collateral or involving the validity or enforceability of any of the Loan Documents, before or by any Governmental Authority, except actions, suits and proceedings which have been specifically disclosed to and approved by Lender in writing; and Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority.

(i) [Intentionally Omitted]

(j) [Intentionally Omitted]

(k) Contracts. Neither Borrower nor any officer or director of Borrower, as applicable, has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Collateral other than Permitted Liens.

(l) [Intentionally Omitted]

(m) Discharge of Liens and Taxes. Borrower has duly filed, paid and/or discharged all taxes or other claims that may become a lien on any of their property or assets, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained.

(n) Sufficiency of Capital. Borrower is not, and after consummation of this Agreement and after giving effect to all indebtedness incurred and liens created by Borrower in connection with the Note and any other Loan Documents, will not be, insolvent within the meaning of 11 U.S.C. § 101, as in effect from time to time.

(o) ERISA. Each employee pension benefit plan, as defined in Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained by Borrower, meets, as of the date hereof, the minimum funding standards of ERISA and all applicable regulations thereto and requirements thereof, and of the Internal Revenue Code of 1986, as amended. No “Prohibited Transaction” or “Reportable Event” (as both terms are defined by ERISA) has occurred with respect to any such plan.

(p) Indemnity. Borrower will indemnify Lender and its affiliates from and against any losses, liabilities, claims, damages, penalties or fines imposed upon, asserted or assessed against or incurred by Lender arising out of the material inaccuracy or breach of any of the representations contained in this Agreement or any other Loan Documents.

(q) No Default. There is no Event of Default on the part of Borrower under this Agreement, the Note, the Security Agreement or the other Loan Documents and no event has occurred and is continuing which constitutes an Unmatured Event of Default. Borrower is not in default in any material respect under any agreement or instrument to which Borrower is a party or by which Borrower may be bound which would individually or in the aggregate have a material adverse effect on the financial condition or business of Borrower.

(r) Brokerage. Any brokerage commission due in connection with the transaction contemplated hereby has been paid in full and any such commission coming due in the future will be paid promptly by Borrower. Borrower agrees to and shall indemnify Lender from any liability, claim or loss arising by reason of any such brokerage commission. This provision shall survive the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liability, claim or loss exists.

(s) [Intentionally Omitted]

(t) Ownership of Properties/Liens. Borrower owns good and, in the case of property, marketable title to all of its properties, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like).

5. Covenants. Borrower covenants and agrees with Lender as follows:

(a) Taxes. Borrower certifies that Borrower has filed or caused to be filed all federal, state and other tax returns which are required to be filed and have paid or caused to be paid all taxes as shown on said returns or in any manner due to be paid (including, but not limited to, ad valorem and personal property taxes) or on any assessment received by Borrower and not being contested in good faith, to the extent that such taxes have become due. Borrower further certifies that Borrower has paid all other taxes, levies and charges of any nature, including any governmental charges.

(b) Notice of Litigation. Borrower shall promptly give Lender written notice of (i) a judgment entered against Borrower, or (ii) the commencement of any action, suit, claim, counterclaim or proceeding against or investigation of Borrower which, if adversely determined, would reasonably be expected to have a material adverse effect on the business of Borrower or which questions the validity of this Agreement, the Note, the Security Agreement or any other actions or agreements taken or to be made pursuant to any of the foregoing.

(c) Notice of Default. Borrower shall promptly give Lender written notice of any act of default under any agreement with Lender or under any other contract to which Borrower is a party which would reasonably be expected to have a material adverse effect on the business of Borrower or the Collateral and of any acceleration of indebtedness caused thereby which would reasonably be expected to have a material adverse effect on the business of Borrower or the Collateral.

(d) Reports. Borrower shall promptly furnish Lender with copies of all governmental agency, and other special reports pertaining to or affecting Borrower or the Collateral, which would reasonably be expected to have a material adverse effect on the business of Borrower or Collateral.

(e) Change in Control or Management. No Key Officer of Borrower shall be removed without the prior written consent of Lender, which consent shall not be unreasonably withheld.

(f) Change in Fiscal Year or Fiscal Quarters. Borrower shall not change its Fiscal Year or Fiscal Quarters without the prior written consent of Lender. Borrower’s fiscal year ends on December 31. Borrower’s Fiscal Quarters end on March 31, June 30, September 30 and December 31.

(g) [Intentionally Omitted]

(h) [Intentionally Omitted]

(i) No Encumbrances. Borrower shall not encumber the Collateral or any part thereof in any way without the prior written consent of Lender, except for Permitted Liens or as may otherwise be provided elsewhere herein or in the other Loan Documents.

(j) No Sale of Assets. Borrower shall not, during the term of the Loan, transfer any material portion of Borrower’s respective assets unless such transfer is in the ordinary course of Borrower’s business, for fair market value and such fair market value is given to Borrower, in its sole name, and such transfer will not reasonably be expected to have a material adverse effect on the financial condition of Borrower and its ability to perform the obligations hereunder, as determined by Lender in its sole and absolute discretion.

(k) Compliance with Laws. Borrower shall comply promptly with all federal, state and local laws, ordinances and regulations relating to the Collateral except to the extent that the failure to comply therewith would not reasonably be expected to have a material adverse effect on the financial condition of Borrower and its ability to perform the obligations hereunder.

(l) Title to Personalty. Borrower will deliver to Lender, on demand, any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower claims title to the Collateral subject to the lien of the Security Agreement.

(m) Payment of Debts. Borrower shall pay and discharge when due and before any penalties or further charges, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes.

(n) Collection of Insurance Proceeds. Borrower will cooperate with Lender in obtaining the benefits of any insurance or other proceeds lawfully or equitably payable to Borrower in connection with the transaction contemplated hereby and the collection of any indebtedness or obligation of Borrower to Lender incurred hereunder (including the payment by Borrower of the expense of an independent valuation of the Collateral on behalf of Lender following the occurrence and during the continuance of an Event of Default).

(o) Indebtedness. Borrower shall not incur, create, assume or permit to exist any indebtedness or liability, including but not limited, on account of advances or deposits, any indebtedness or liability for borrowed money, any indebtedness constituting the deferred purchase price of any property or assets, any indebtedness owed under any conditional sale or title retention agreement, contingent obligations pursuant to guaranties, endorsements, letters of credit and other secondary liabilities, or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations without the prior written approval of Lender, except for (i) the Loan, (ii) the endorsement of checks for collection in the ordinary course of business and (iii) debt payable to utilities, suppliers and other trade creditors in the ordinary course of business on ordinary and customary trade terms and which is not past due.

(p) Guaranties. Except as may be in existence prior to the date hereof, as previously disclosed to Lender, Borrower shall not guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, or agreement for the furnishing of funds to any other Person through the purchase of goods, supplies or services, or by way of stock purchase, capital contribution, advance or loan, or for the purpose of paying or discharging indebtedness of any other Person, or otherwise.

(q) Further Assurances and Preservation of Security. Borrower will do all acts and execute all documents for the better and more effective carrying out of the intent and purposes of this Agreement, as Lender shall reasonably require from time to time, and will do such other acts reasonably necessary or desirable to preserve and protect the collateral at any time securing or intending to secure the Note, as Lender may reasonably require.

(r) No Assignment. Borrower shall not assign this Agreement or any interest herein and any such assignment is void and of no effect. Lender may assign this Agreement and any other Agreements contemplated hereby, and all of its rights hereunder and thereunder, and all provisions of this Agreement shall continue to apply to the Loan, Lender agrees to notify Borrower of any such assignment within a reasonable time after the effective date of any assignment. Lender also shall have the right to participate in the Loan with any other lending institution.

(s) Access to Books and Records. Borrower shall allow Lender, or its agents, after reasonable prior written notice and during reasonable normal business hours, to access Borrower’s books, records and such other documents, and allow Lender, at Borrower’s expense, to inspect, audit and examine the same and to make extracts therefrom and to make copies thereof. Lender shall be entitled to one (1) field exam, audit and inventory appraisal on an annual basis at Borrower’s expense throughout the term of the Loan.

(t) Business Continuity. During the term of the Loan, Borrower shall conduct its business in substantially the same manner and locations as such business is now and has previously been conducted.

(u) Insurance.

(1) Borrower shall obtain, maintain and keep in full force and effect during the term of the Loan, or cause Borrower’s lessees to obtain, maintain and keep adequate insurance coverage, with all premiums paid thereon and without notice or demand, with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of established reputation engaged in the same or similar businesses including, without limitation:

(i) [Intentionally Omitted]

(ii) [Intentionally Omitted]

(iii) General liability insurance insuring against all claims for personal or bodily injury, death, or property damage occurring upon, in or about any Property owned by Borrower or occupied by Borrower, in an amount of not less than $1,000,000.00 single limit coverage, and $2,000,000.00 in the aggregate. Such policy shall include an additional insured endorsement naming Lender as additional insured and loss payee.

(iv) Insurance covering the Collateral in such amounts and against such other casualties and contingencies as may from time to time be reasonably required by Lender, including, without limitation, contents insurance and flood insurance with a deductible as per policy face amount or reflecting coverage in such amounts as Lender may require. Such policy shall include an additional insured endorsement naming Lender as additional insured and loss payee.

(v) [Intentionally Omitted]

(vi) Worker’s Compensation Insurance, if required by law.

(vii) Any additional insurance which Lender may reasonably require.

(2) All policies of insurance required hereunder shall: (i) be written by carriers which are licensed or authorized to transact business in the State of Florida and are rated “A” or higher, Class XII or higher by Financial size as rated for carries not admitted in the State of Florida, according to the latest published AM Best’s Key Rating Guide, or a rated “B+” or higher, Class V or higher by Financial size as rated for carries admitted in the State of Florida, according to the latest published AM Best’s Key Rating Guide and which shall be otherwise acceptable to Lender in all other respects; as to any Collateral located outside the State of Florida, the policies of insurance required hereunder shall be written by carriers which are licensed or authorized to transact business in the State where the Collateral is located and are rated and “A” or higher, Class XII or higher by Financial size as rated for carries admitted in the state where the Collateral is located, according to the latest published AM Best’s Key Rating Guide, (ii) provide that Lender shall receive Thirty (30) days’ prior written notice from the insurer before a cancellation, modification, material change or non-renewal of the policy becomes effective, and (iii) be otherwise satisfactory to Lender.

(3) Borrower shall not, without the prior written consent of Lender, take out separate insurance concurrent in form or contributing with regard to any insurance coverage required by Lender.

(4) At all times during the term of the Loan, Borrower shall have delivered to Lender the original (or a certified copy) of all policies of insurance required hereby, together with receipts or other evidence that the premiums therefor have been paid.

(5) Not less than Thirty (30) days prior to the expiration date of any insurance policy, Borrower shall deliver to Lender the original (or certified copy) certificate, as applicable, of each renewal policy, together with receipts or other evidence that the premiums therefor have been paid.

(6) The delivery of any insurance policy and any renewals thereof, shall constitute an assignment thereof to Lender, and Borrower hereby grants to Lender a security interest in all such policies, in all proceeds thereof and in all unearned premiums therefor.

(v) Subordination of Debt. Borrower agrees that Borrower will cause all of Borrower’s debts now owed or that may be owed in the future to any third parties (other than indebtedness owed to third parties that is permitted under Section 5(o)), shareholders, officers, directors, to be fully subordinate to the Loan on terms and conditions acceptable to Lender. Notwithstanding the foregoing, so long as Borrower is in compliance with the financial covenants contained herein and there is no Event of Default, and no condition exists, which but for the giving of notice or the passage of time would constitute and Event of Default, Borrower shall be permitted to make regular scheduled payments of principal and interest on such subordinated debt. Borrower shall not be allowed to repay such debts in full (other than in accordance with the regular schedule of payments of such debts) until the Loan is repaid, without the permission of Lender. Borrower agrees that the obligations contained in this paragraph are a material inducement to Lender to enter this Loan transaction.

(w) Indemnification. Borrower hereby indemnifies and holds Lender, its directors, officers, agents, employees and attorneys harmless from and against any liability, loss, expenses, damage of any nature, and claims, including, without limitation, brokers’ claims, arising in connection with the Loan. The indemnifications of this Section shall not apply if such liability, loss, expenses, damage or claim (i) resulted from Lender’s gross negligence or willful misconduct or (ii) result from a claim brought by Borrower for breach in bad faith of such indemnified party’s obligations under any Loan Document.

(x) Estoppel Certificate. At any time during the term of the Loan, within Ten (10) Business Days after written demand of such Borrower by Lender therefor, Borrower shall deliver to Lender a certificate, duly executed and in form satisfactory to Lender, stating and acknowledging, to the best of such Borrower’s knowledge, the then unpaid principal balance of, and interest due and unpaid, under the Loan, the fact that there are no defenses, off sets, counterclaims or recoupments thereto (or, if such should not be the fact, then the facts and circumstances relating to such defenses, off sets, counterclaims or recoupments).

6. Financialand Reporting Requirements.

(a) Debt Service Coverage Ratio (Post Distribution). Upon renewal of the Loan and Lender releasing to Borrower the full proceeds of the Loan, including the Restricted Commitment Amount, at all times during the term of the Loan, Borrower shall maintain a minimum Debt Service Coverage Ratio (Post-Distribution) of not less than 1.50, which is to be tested quarterly during the term of the Loan, as of the end of each Fiscal Quarter, beginning with the first Fiscal Quarter following the release of the full proceeds of the Loan. Testing shall be based on quarterly Borrower-prepared financial statements delivered to Lender pursuant to Section 6(e) or annual CPA-audited financial statements delivered to Lender pursuant to Section 6(f) and shall occur no later than (x) sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year and (y) ninety (90) days after the end of each Fiscal Year. If the Loan is not in compliance with the minimum DSCR, Borrower shall, within Thirty (30) days of Borrower’s receipt of written notice from Lender, satisfy the minimum DSCR requirement by (i) reducing the outstanding principal to an amount that will produce a DSCR of at least 1.50 or (ii) providing additional liquidity in the Cash Collateral Account. The pledging of any additional collateral as well as the choice of the option to satisfy the required minimum DSCR shall be exercised at Lender’s sole and absolute discretion.

(b) Compliance Certificate (Debt Service Coverage Ratio (Post Distribution)). Upon renewal of the Loan and Lender releasing to Borrower the full proceeds of the Loan, including the Restricted Commitment Amount, contemporaneously with the delivery of Borrower’s financial statements to Lender pursuant to Section 6(e) and Section 6(f) of this Agreement, Borrower shall deliver to Lender a duly completed Compliance Certificate in the form attached hereto as Exhibit “B” as to Borrower’s compliance with the financial covenant contained in Section 6(a). The Compliance Certificate with appropriate insertions, dated as of the last day of the corresponding testing period described in Section 6(a) shall be signed by a senior officer of Borrower, and shall contain (i) a computation of the DSCR set forth in Section 6(a), and (ii) a statement to the effect that such officer has no knowledge that any Event of Default has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure.

(c) Cash Collateral Account. Borrower shall establish a Restricted Cash Collateral Account in the amount of $2,230,000.00 (the “Cash Collateral Funds”). The Cash Collateral Funds shall be held in a restricted account maintained by Lender in the name of Borrower, under account number 30000892189 (the “Cash Collateral Account”). The Cash Collateral Funds shall not be available for the scheduled payments of Borrower’s obligations under the Note or the other Loan Documents. Pursuant to the terms of the Pledged Collateral Agreement, the Cash Collateral Funds shall be held as additional Collateral to secure payment of all sums now or at any time hereafter due from Borrower to Lender pursuant to the Note and other Loan Documents. Notwithstanding the foregoing to the contrary, upon an Event of Default, Lender shall have the right to disburse from the Cash Collateral Account any portion of the Cash Collateral Funds necessary to make any required payments due to Lender, as Lender may determine necessary in its sole and absolute discretion, under the Note and/or the other Loan Documents. If Lender disburses any funds from the Cash Collateral Account pursuant to the immediately preceding sentence, Lender shall have the right to require Borrower to provide Lender with additional Cash Collateral, within ten (10) days of Lender’s request, to maintain the amount of $2,230,00.00 in the Cash Collateral Account. Upon Lender’s determination, in its reasonable discretion, that Borrower has complied with all obligations under the Loan Documents, including the payment of any amounts due under the Note and the other Loan Documents, Borrower may request from Lender the release of the Cash Collateral Funds, which shall be released by Lender pursuant to the terms of the Pledged Collateral Agreement.

(d) Depository Relationship. In consideration for Lender’s agreement to make the Loan, and for the interest rate and other terms agreed to by Lender, at all times during the term of the Loan, Borrower shall maintain a depository relationship with Lender.

(e) Borrower-Prepared Financial Statements (Quarterly). Within Sixty (60) days after the end of the Fiscal Quarters ending on March 31, June 30 and September 30 of each Fiscal Year during the term of the Loan, Borrower shall supply Lender with (i) a Borrower-prepared financial statement in a form acceptable to Lender in its sole and absolute discretion, prepared on a consolidated basis in accordance with GAAP and all other applicable statutes, with comparable information for the year to date and the immediately preceding Fiscal Quarter, and (ii) such supporting documentation as Lender reasonably requests. Each such Borrower-prepared financial statement shall be accompanied by the Compliance Certificate described in paragraph (b) above. Borrower shall include a rolling four (4) quarter comparison of system sales volumes and installations, illustrating quarter over quarter changes in demand

(f) Borrower’s CPA-Audited Financial Statements (Annual). Within ninety (90) days after the end of each Fiscal Year during the term of the Loan, beginning with the Fiscal Year ending December 31, 2026, Borrower shall supply Lender with (i) a CPA-audited financial statement for the preceding Fiscal Year in form acceptable to Lender in its sole and absolute discretion, prepared on a consolidated basis in accordance with GAAP and all other applicable statutes with comparable information for the year to date and the immediately preceding Fiscal Year and certified by a recognized firm of certified public accountants acceptable to Lender, in Lender’s sole but reasonable discretion, and (ii) such supporting documentation as Lender reasonably requests. Each such CPA-audited financial statement shall be accompanied by an unqualified opinion (or such other opinion as may be acceptable to Lender) of such CPA firm as to such financial statement.

(g) Other Financial Reports. Borrower shall provide Lender any other financial reports as may reasonably be requested by Lender.

(l) Automatic Payments. At all times during the term of the Loan, Borrower shall maintain a demand deposit account with Lender from which the monthly payments on the Loan shall be automatically debited.

(m) Annual Reviews: Loan facility will be subject to satisfactory annual reviews by Lender.

[Intentionally Omitted]

8. Eventsof Default. Upon the occurrence of any of the following events (each an “Event of Default” and collectively, the “Events of Default”), Lender may at its option exercise any of its remedies set forth herein:

(a) Borrower fails to make any payment under the Note, when due, whether on the scheduled due date or upon acceleration, maturity or otherwise or

(b) Borrower fails to perform or comply with any obligation under the Loan Documents with respect to non-monetary obligations (other than obligations under Section 6), and such failure continues for twenty (20) days following delivery of written notice of such failure by Lender to Borrower; or

(c) Borrower fails to pay or perform any other obligation, liability or indebtedness to any other party (other than Lender or any affiliate of Lender) and such failure would be reasonably be expected to have a material adverse effect on the financial condition of Borrower and its ability to perform the obligations hereunder; or

(d) A “Default” or an “Event of Default” (as defined in each respective document) occurs (beyond any applicable notice and cure period) under any of the Loan Documents other than this Agreement; or

(e) If any warranty or representation made by Borrower in the Loan Documents shall at any time be false or misleading in any material respect; or

(f) The dissolution, termination of existence or loss of good standing status of Borrower, its subsidiaries or affiliates and such dissolution, termination of existence or loss of good standing status is note remedied within Twenty (20) days following written notice by Lender; or

(g) The resignation or withdrawal, resignation, death of or declaration of legal incapacity of a Key Officer of Borrower; provided, however, that upon the withdrawal, resignation, death or declaration of incapacity of a Key Officer, Borrower shall have Thirty (30) days from the date of such event to provide Lender with a director or officer, as applicable, in substitution thereof, such substitute to be acceptable to Lender in its sole but reasonable discretion; or

(h) [Intentionally Omitted]

(i) Borrower becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships and such proceeding is not dismissed or withdrawn within sixty (60) days after its commencement; or

(j) [Intentionally Omitted]

(k) The entry of a final non-appealable judgment for the payment of money against Borrower by a court of competent jurisdiction (to the extent not covered by insurance) which would reasonably be expected to have a material adverse effect on the financial condition of Borrower and its ability to perform the obligations hereunder and/or which is not satisfied or otherwise released within Thirty (30) days after its entry; or

(l) The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any material portion of the property of Borrower; or

(m) [Intentionally Omitted]

(n) [Intentionally Omitted]

(o) [Intentionally Omitted]

(p) Borrower defaults under any loan, contract or agreement extended by Lender or any of its affiliates to Borrower (other than the Loan and the Loan Documents), as the same may be amended, restated, modified or replaced from time to time and Borrower fails to cure said default after reasonable notice; or

(q) The failure of Borrower to timely provide any of the information as required in Section 6 of this Agreement; or

(r) The failure of Borrower to timely satisfy any of the covenants as required in Section 6 of this Agreement.

9 Remediesof Lender. Upon the happening of an Event of Default, then Lender may, at its option, upon written notice to Borrower:

(a) Terminate Lender’s obligations to make Advances under this Agreement;

(b) Commence an appropriate legal or equitable action to enforce performance of this Agreement;

(c) Accelerate the payment of the Note and the Loan and any other sums secured by the Security Agreement apply all or any portion of the Cash Collateral Funds toward payment of the Loan, and commence appropriate legal and equitable action to foreclose the Security Agreement collect all such amounts due to Lender;

(d) Seek the appointment of a receiver as a matter of strict right and with the full consent of Borrower therefore being hereby given and granted by Borrower, such right to a receiver being without regard to the solvency of the receiver or the value of any security to the Loan, and for the purpose of preserving the Collateral, preserving waste and protecting all rights accruing to Lender by virtue of this Agreement, the Security Agreement all other Loan Documents. All expenses incurred in connection with the appointment of a receiver, or in protecting, preserving the Collateral, shall be charged against Borrower and shall be enforced as a lien against the Collateral;

(e) Exercise all rights under any agreements assigned to Lender and take such action as may be reasonable to preserve and protect the Collateral; or

(f) Exercise any other rights or remedies Lender may have under the Security Agreement or the other Loan Documents referred to in this Agreement or executed in connection with the Loan or which may be available under applicable law.

10. GeneralTerms. The following shall be applicable throughout the period of this Agreement or thereafter as provided herein:

(a) Rights of Third Parties. All conditions of Lender hereunder are imposed solely and exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will make advances in the absence of strict compliance with any or all thereof, and no other Person shall, under any circumstances, be deemed to be a beneficiary of this Agreement or the other Loan Documents, any provisions of which may be freely waived in whole or in part by Lender at any time if, in its sole discretion, it deems it desirable to do so.

(b) Borrower is not Lender’s Agent. Nothing in this Agreement, the Note, the Security Agreement or any other Loan Document shall be construed to make Borrower Lender’s agent for any purpose whatsoever, or Borrower and Lender as partners, or joint or co-venturers, and the relationship of the parties shall, at all times, be that of debtor and creditor.

(c) Loan Enforcement Expense. Borrower agrees to pay to Lender on demand all reasonable and documented costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Agreement, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees and costs, whether or not suit is filed, or other proceedings are initiated hereon.

(d) Evidence of Satisfaction of Conditions. Subject to the terms of Section 5(s), Lender shall, at all times, be free independently to establish to its good faith and satisfaction, and in its absolute discretion, the existence or nonexistence of a fact or facts which are disclosed in documents or other evidence required by the terms of this Agreement.

(e) Headings. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only and shall not limit or otherwise affect any of the terms hereof.

(f) Invalid Provisions to Affect No Others. If performance of any provision hereof or any transaction related hereto is limited by law, then the obligation to be performed shall be reduced; accordingly, and if any clause or provision herein contained operates or would prospectively operate to invalidate this Agreement in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect.

(g) Application of Interest to Reduce Principal Sums Due. In the event that any charge, interest or late charge is above the maximum rate provided by law, then any excess amount over the lawful rate shall be applied by Lender to reduce the principal sum of the Loan or any other amounts due Lender hereunder.

(h) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall in all respects be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principles thereof governing conflicts of law). Borrower hereby irrevocably submit to the non-exclusive jurisdiction of any Florida or Federal court sitting in Miami-Dade County, Florida over any suit, action or proceeding arising out of or relating to this Agreement, and Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any Florida or Federal court sitting in Miami-Dade County, Florida may be made by certified or registered mail, return receipt requested, directed to Borrower at the address referenced in the Preamble to this Agreement and service so made shall be complete Five (5) days after the same shall have been so mailed.

(i) Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally.

(j) Prior Agreement. To the extent necessary, this Agreement shall be deemed to be an amendment to any prior loan agreement between Borrower and Lender, and in the event of a conflict between the terms of this Agreement or any such prior agreement, the terms of this Agreement shall govern.

(k) Waiver. If Lender shall waive any provisions of the Loan Documents or shall fail to enforce any of the conditions or provisions of this Agreement, such waiver shall not be deemed to be a continuing waiver and shall never be construed as such; and Lender shall thereafter have the right to insist upon the enforcement of such conditions or provisions. Furthermore, no provision of this Agreement shall be amended, waived, modified, discharged or terminated, except by instrument in writing signed by the parties hereto.

(l) Notices. All notices from Borrower to Lender and Lender to Borrower required or permitted by any provision of this Agreement shall be in writing and sent by registered or certified mail or nationally recognized overnight delivery service and addressed at the address set forth for the parties hereto in the preamble to this Agreement or with respect to Advances under Section 2(b) via e-mail to such e-mail address as each party hereto may provide to the other party from time to time. Such addresses may be changed by such notice to the other party. Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless sooner actually received, shall be deemed received by the party to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice. Notices or other communications sent via e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested function, as available, return email or other written acknowledgment); provided, that if such email is not sent during the recipient’s normal business hours, such email shall be deemed to have been sent at the recipient’s opening of business on the next Business Day.

(m) Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and its heirs, legal representatives, successors and assigns; but nothing herein shall authorize the assignment hereof by Borrower.

(n) USA Patriot Act Notice. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

(o) Counterparts, Facsimiles. This Agreement may be executed in counterparts. Each executed counterpart of this Agreement will constitute an original document, and all executed counterparts, together, will constitute the same agreement. Any counterpart evidencing signature by one party that is delivered by facsimile by such party to the other party hereto shall be binding on the sending party when such facsimile is sent, and such sending party shall within Ten (10) days thereafter deliver to the other parties a hard copy of such executed counterpart containing the original signature of such party or its authorized representative.

(p) Waiver of Jury Trial. Lender and Borrower hereby knowingly, voluntarily, and intentionally waive the right anymay have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with this Agreementand any agreement to be contemplated to be executed in conjunction herewith, or any course of conduct, course of dealing, statements(whether verbal or written) or actions of any party. This provision is a material inducement for Lender entering into this Agreement.

[The remainder of this page intentionally left blank]

[Signatures appear on following pages]

IN WITNESS WHEREOF, Borrower has executed this Loan Agreement as of the effective date set forth in the preamble to this Loan Agreement.

BORROWER:
SENSUS HEALTHCARE, INC.
a Delaware corporation
By:	/s/ Michael Sardano
Name: Michael Sardano
Title: President
Date: June 1, 2026

IN WITNESS WHEREOF, Lender has executed this Loan Agreement as of the effective date set forth in the preamble to this Loan Agreement.

LENDER:
CITY NATIONAL<br>BANK OF FLORIDA
By:	/s/ Pierre Rogriguez
Name: PierreRodriguez
Title: Senior Vice President
Date: June 2, 2026

Exhibit “A”

Business Assets

Any and all property of Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a) all property of, or for the account of, Borrower now or hereafter coming into the possession, control or custody of, or in transit to Lender or any agent or bailee for Lender or any parent, affiliate or subsidiary of Lender or any participant with Lender in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

(b) the additional property of Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of Borrower’s books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of Borrower’s right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i) All Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, a Debtor, or rejected or refused by an Account Debtor.

(ii) All Inventory, including raw materials, work-in-process and finished goods

(iii) All goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures vehicles and Fixtures.

(iv) All Software and computer programs.

(v) All Securities, Investment Property, Financial Assets and Deposit Accounts.

(vi) All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health-Care-Insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles.

(vii) All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Exhibit “B”

Form of ComplianceCertificate

(Debt Service CoverageRatio (Post-Distribution))

COMPLIANCE CERTIFICATE

To:	City National Bank of Florida
Re:	Covenant Compliance / Loan in the amount of $15,000,000.00 secured by (i) Cash Collateral<br>Account in the amount of $1,500,000.00 and (ii) First Priority Blanket Secured Interest on all Business Assets of Borrower
---	---

Please refer to the Loan Agreement dated June , 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) between Sensus Healthcare, Inc., a Delaware corporation (the “Borrower”) and CityNational Bank of Florida (the “Lender”). Terms used but not otherwise defined herein are as defined in the Loan Agreement.

1. Financial Statements. Enclosed herewith is a copy of the Quarterly _____ or Annual _____ Financial Statements of Borrower as of ___________20___ (the “Computation Date”), which financial statements fairly represent in all material respects the financial condition and results of operations of Borrower as of the Computation Date and which has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and in accordance with the terms of the Loan Agreement and the accounting standards required thereunder.

2. Financial Tests. Borrower hereby certifies and warrants to Lender that the following is a true and correct computation as of the Computation Date of the following ratios and/or financial covenants and restrictions contained in the Loan Agreement and that Borrower is___ or is not___ in compliance with the financial covenant indicated below:

A. DebtService Coverage Ratio (Post-Distribution) required under Section 6 (a) of Loan Agreement

(1)	Borrower’s EBITDA	$________
(2)	Cash Taxes Paid	$________
(3)	Shareholder Distributions	$________
(4)	Net Increases in Loans/Due to Related Parties	$________
(5)	Unfinanced Capital Expenditures	$________
(6)	Plus or Minus Extraordinary Items	$________
(7)	Total Sum of (2)+(3)+(4)+(5)+(6)	$________
(8)	Schedule Payments of Long Term Debt	$________
(9)	Interest Expense	$________

(10)	Total Sum of (8) +(9)	________
(11)	Total (7 divided by 10)	________
(12)	Ratio of (7) divided by (1)	________
(13)	Minimum Allowed	1.50 to 1.00
(14)	In Compliance	Yes___ No___

All values are in US Dollars.

Borrower further certifies to Lender that, to the best of Borrower’s knowledge, no Event of Default has occurred and is continuing under the Loan Agreement or other Loan Documents.

Borrower has caused this Certificate of Compliance to be executed and delivered by its duly senior authorized officer on _________, 202___.

Borrower:

Sensus Healthcare, Inc.

a Delaware corporation

By:__________________________

Name: _______________________

Title: ________________________

Exhibit 10.2

Florida Documentary Taxes in the amount of $2,450.00 are being paid in connection with this Revolving Promissory Note, as required by Florida law.

REVOLVINGPROMISSORY NOTE

Effective

Date of Note:	June 2, 2026
Amount of Note:	FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00)
Maturity Date:	June 5, 2027, unless otherwise extended and/or accelerated pursuant to and in accordance with the terms and conditions set forth in this Note or extended as provided herein.

FORVALUE RECEIVED SENSUS HEALTHCARE, INC., a Delaware corporation (“Borrower”), hereby covenants and promises to pay to the order of CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (“Lender”), at 2701 S. LeJeune Road, Coral Gables, Florida 33134, or at such other place as Lender may designate to Borrower in writing from time to time, in legal tender of the United States, the amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) or such lesser sum which then represents the aggregate unpaid principal amount of all Advances made by Lender to Borrower pursuant to the Loan Agreement (as defined herein) and this Revolving Promissory Note (this “Note”), together with all accrued interest, which shall be due and payable upon the following terms and conditions contained in this Note and the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

A.	Funding of Note and Interest Rate:

From the date hereof until and including the Maturity Date, Borrower may borrow, repay and reborrow, and Lender may advance and re-advance under this Note from time to time, in accordance with the terms of the Loan Agreement of even date herewith, and provided that at the time of the Advance, there is no ongoing Event Of Default and Borrower is in material compliance with all financial as well as reporting covenants contained in the Loan Agreement. Lender’s obligation to make advances under this Note and the Loan Agreement shall terminate upon the earlier to occur of: (i) Lender’s termination of such obligation pursuant to Section 9(a) of the Loan Agreement, or (ii) the Maturity Date.
From the date hereof until the Maturity Date, interest shall accrue on the outstanding principal balance at a variable rate per annum the equal to the Term SOFR Rate, (as the same may be defined below the “Index”) plus Three percent (3.00%)(the “Interest Rate Margin”), as the same may be modified below (the “Interest Rate”). The Term SOFR Rate, or, if applicable, the Term SOFR Successor Rate, is subject to adjustment from time to time based on changes in the Term SOFR or, if applicable, the Term SOFR Successor Rate. Notwithstanding changes in the Index, for purposes of calculating the applicable Interest Rate, the Index shall never be less than Three percent (3.00%) per annum.

(4) The Interest Rate shall be determined by Lender prior to the commencement of each Interest Period (as hereinafter defined). The Term SOFR Rate shall remain in effect, subject to the provisions hereof, from and including the first day of the Interest Period to and excluding the last day of the Interest Period for which it is determined. As used herein, the term “Interest Period” means with respect to each Advance, a period of one (1) month, provided, that no Interest Period shall extend beyond the scheduled Maturity Date.

(5) As used herein, the term “Term SOFR Rate” means the rate of interest per annum equal to the one (1) month Term SOFR, as published by CME Group Benchmarks Administration Limited (or a successive administrator designated by the relevant authority) for the date that is two (2) U.S. Government Securities Business Days prior to the Reset Date (as hereinafter defined). The Interest Rate will be effective on and from the date hereof, based on the most recent rate information available, and will be effective until the date of the first payment date, July 5, 2026. The Interest Rate shall thereafter be adjusted on the fifth (5^th^) day of each calendar month (the “Reset Date”) to the then current Term SOFR Rate, or, if applicable, the current Term SOFR Successor Rate (as defined below), plus the Interest Rate Margin, or, if applicable, the Successor Interest Rate Margin (as defined below), based on the most recent rate information available on the date that the interest rate is adjusted and such rate shall be effective until the end of each such calendar month.

If Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (a) adequate and fair means do not exist for ascertaining Term SOFR; (b) Term SOFR does not accurately reflect the cost to Lender of the Loan; or (c) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of Lender, make it unlawful or commercially unreasonable for Lender to use Term SOFR as the index for purposes of determining the Interest Rate, then: (i) Term SOFR shall be replaced with an alternative or successor rate or index chosen by Lender in its reasonable discretion (the "Term SOFR Successor Rate"); and (ii) the Interest Rate Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. "Regulatory Change" shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any government authority, central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending office
Interest on this note shall be calculated on the basis of a 360 day year and charged for the actual number of days elapsed; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding during the period for which the interest is calculated. All interest payable under this Note is computed using this method.

B.	PaymentTerms:

Commencing on July 5, 2026 and continuing on the 5^th^ day of each month thereafter until June 5, 2027 Borrower shall make consecutive monthly payments of accrued interest only based on the principal balance outstanding from time to time.
The monthly payments due hereunder shall be auto debited from Borrower’s account with Lender.
Unless this Note and the loan evidenced hereby (the “Loan”) is renewed in accordance with Section 2(b) of the Loan Agreement or is accelerated in accordance with the terms and conditions hereof, the entire outstanding principal balance of this Note plus all accrued interest shall be due and payable in full on June 5, 2027 (the “Maturity Date”).

C.	Security:

This Note, the Loan and all other obligations under the Loan Documents (as hereinafter defined) are secured, in part, by (i) that certain Security Agreement dated of even date herewith, in favor of Lender, (as the same may be amended or modified from time to time, the “Security Agreement”) granting Lender a lien and security interest in and to certain business assets described in the Security Agreement (the “Collateral”), (ii) that certain UCC-1 Financing Statement and filed with the Florida Secured Transaction Registry (the “UCC-1/Florida”), (iii) that certain UCC-1 Financing Statement and filed with the Delaware Secretary of State (the “UCC-1/ Delaware”) , (iv) that certain UCC-1 Financing Statement and filed with the Secretary of State of Tennessee (the “UCC-1/Tennessee”), (v) that certain Pledged Collateral and Restricted Account Agreement of even date herewith made by Borrower in favor of Lender (the “Pledged Collateral Agreement”).

D.	LoanDocuments:

(i) This Note, (ii) the Security Agreement, (iii) that certain Loan Agreement dated of even date herewith by and between Borrower and Lender (as the same may be amended, restated, modified or replaced from time to time, the “Loan Agreement”), (iv) the Pledged Collateral Agreement, (v) the UCC-1/Florida, (vi) the UCC-1/Delaware, (vii) the UCC-1/Tennessee, (viii) the Perfection Certificate of Borrower of even date herewith, and all other documents and instruments executed in connection with this Note are hereinafter individually and/or collectively referred to as the “Loan Documents”.

E.	DefaultInterest Rate:

All principal and installments of interest shall bear interest from the date that said payments are due and unpaid or from the date of occurrence of any other Event of Default (as hereinafter defined) under this Note, the Security Agreement or any other Loan Document, at a at a rate equal to the highest rate authorized by applicable law (the “Default Rate”).

F.	Prepayment:

This Note may be prepaid in whole or in part without penalty or fee.

G.	LateCharges:

Lender may collect a late charge not to exceed an amount equal to five percent (5%) of any installment which is not paid within ten (10) days of the due date thereof, to cover the extra expense involved in handling delinquent payments, provided that collection of said late charge shall not be deemed a waiver by Lender of any of its rights under this Note. Notwithstanding the foregoing, there shall be no grace period or late charges for payments due on the outstanding principal balance due on the Maturity Date or upon acceleration, as set forth in Section H below, but such outstanding balance shall accrue interest at the Default Rate. The late charge is intended to compensate Lender for administrative and processing costs incident to late payments. The late charge payments are not interest. The late charge payment shall not be subject to rebate or credit against any other amount due. Any late charge shall be in addition to any other interest due.

H.	Eventsof Default and Acceleration:

Following the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), Lender may, at its option, upon written notice to Borrower, exercise any of rights or remedies set forth in Section 9 of the Loan Agreement including, without limitation, any rights or remedies Lender may have under any Loan Document or which may be available under applicable law.

In the event that Lender exercises its right to accelerate the payment of the Note and the Loan pursuant to Section 9(c) of the Loan Agreement, all sums of principal and interest under this Note shall automatically become immediately due and payable, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. All persons now or at any time liable for payment of this Note hereby waive presentment, protest, notice of protest and dishonor. Borrower expressly consent to any extension or renewal, in whole or in part, and all delays in time of payment or other performance which Lender may grant at any time and from time to time without limitation and without any notice or further consent of the undersigned.

The remedies of Lender as provided herein, or in the other Loan Documents shall be cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of Lender, and may be exercised as often as the occasion therefor shall arise.

Lender may, in the sole discretion of Lender, accept payments made by Borrower after any Event of Default has occurred, without waiving any of Lender's rights herein.

I.	Costs:

In the event that this Note is collected by law or through attorneys at law, or under advice therefrom (whether such attorneys are employees of Lender or an affiliate of Lender or are outside counsel), Borrower and any endorser, guarantor or other person primarily or secondarily liable for payment hereof hereby, severally and jointly agree to pay all reasonable and documented costs of collection, including reasonable and documented attorneys' fees, including charges for paralegals, appraisers, experts and consultants working under the direction or supervision of Lender's attorneys; reasonable and documented costs for evaluating preserving or disposing of any collateral granted as security for payment of this Note, including the costs of any audits or appraisals, which Lender may reasonably deem necessary form time to time; any premiums for insurance purchased on behalf of Borrower or on behalf of the owners of any Collateral pursuant to the Security Agreement relating to any Collateral, or any other reasonable and documented charges permitted by applicable law whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceedings or otherwise.

J.	LoanCharges:

Nothing herein contained, nor any transaction related thereto, shall be construed or so operate as to require Borrower or any person liable for the repayment of same, to pay interest in an amount or at a rate greater than the maximum allowed by applicable law. Should any interest or other charges paid by Borrower, or any parties liable for the payment of the loan made pursuant to this Note, result in the computation or earning of interest in excess of the maximum legal rate of interest permitted under the law in effect while said interest is being earned, then any and all of such excess shall be and is waived by Lender, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of the excess that exceeds the principal balance shall be paid by Lender to Borrower or any parties liable for the payment of the Loan made pursuant to this Note so that under no circumstances shall Borrower, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the maximum rate allowed by applicable law.

K.	Jurisdiction:

The laws of the State of Florida shall govern the interpretation and enforcement of this Note. In the event that legal action is instituted to collect any amounts due under, or to enforce any provision of, this instrument, Borrower and any endorser, guarantor or other person primarily or secondarily liable for payment hereof, consent to, and by execution hereof submit themselves to, the jurisdiction of the courts of the State of Florida, and, notwithstanding the place of residence of any of them or the place of execution of this instrument, such litigation may be brought in or transferred to a court of competent jurisdiction in and for Miami-Dade County, Florida.

L.	Assignment:

Lender shall have the unrestricted right at any time and from time to time and without Borrower’s consent, to assign all or any portion of its rights and obligations hereunder to one or more lenders or purchasers (each, an “Assignee”) under this Note and the other Loan Documents and all information now or hereafter in its possession relating to Borrower (all rights of privacy hereby being waived) and to retain any compensation received by Lender in connection with any such transaction and Borrower agrees that Borrower shall execute such documents, including without limitation, the delivery of an estoppels certificate and such other documents as Lender shall deem necessary to effect the foregoing. Lender agrees to notify Borrower of any such assignment within a reasonable time after the effectiveness of such assignment. Borrower agrees to be bound by the terms of the Note subsequent to any transfer and agrees that the terms of the Note may be fully enforced by any subsequent holder of this Note.

M.	Non-Waiver:

The failure at any time of Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Lender shall be cumulative and may be pursued singly, successively or together, at the option of Lender.

N.	Rightof Setoff:

In addition to all liens upon and rights of setoff against Borrower’s money, securities or other property given to Lender by law, Lender shall have, with respect to Borrower’s obligations to Lender under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and Borrower hereby grants Lender a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to Lender, all of Borrower’s right, title and interest in and to, all of Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Borrower. Every such right of setoff may be exercised by Lender upon the occurrence and during the continuance of an Event of Default without any action of Lender, although Lender may enter such setoff on its books and records at a later time.

O.	Miscellaneous:

1) TIME IS OF THE ESSENCE OF THIS NOTE.

2) It is agreed that the granting to Borrower or any other party of an extension or extensions of time for the payment of any sum or sums due under this Note or under the Security Agreement or for the performance of any covenant or stipulation thereof or the taking of other or additional security shall not in any way release or affect the liability of Borrower under this Note or any of the other Loan Documents.

3) This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

4) All parties to this Note, whether Borrower, principal, surety, guarantor or endorser, hereby waive presentment for payment, demand, notice, protest, notice of protest and notice of dishonor.

Notwithstanding anything herein, to the contrary, the obligations of Borrower under this Note shall be subject to the limitation that payments of interest shall not be required to the extent that receipt of any such payment by Lender would be contrary to provisions of law applicable to Lender limiting the maximum rate of interest which may be charged or collected by Lender. In the event that any charge, interest or late charge is above the maximum rate provided by law, then any excess amount over the lawful rate shall be applied by Lender to reduce the principal sum of the Loan or any other amounts due to Lender hereunder.

6) Borrower acknowledges that Lender shall have no obligation whatsoever to renew, modify or extend this Note or to refinance the indebtedness under this Note upon the maturity thereof, except as specifically provided herein and in the Loan Agreement.

7) Lender shall have the right to accept and apply to the outstanding balance of this Note and all payments or partial payments received from Borrower after the due date therefor, whether this Note has been accelerated or not, without waiver of any of Lender's rights to continue to enforce the terms of this Note and to seek any and all remedies provided for herein or in any instrument securing the same, including, but not limited to, the right to foreclose on such security.

8) All amounts received by Lender shall be applied to expenses, late fees and interest before principal or in any other order as determined by Lender, in its sole discretion, as permitted by law.

9) Borrower shall not assign Borrower’ rights or obligations under this Note without Lender’s prior consent.

10) The term “Borrower” as used herein, in every instance shall include the makers of this Note, and its successors and assigns, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

11) If more than one party executes this Note, all such parties shall be jointly and severally liable for the payment of this Note.

12) If any clause or provision herein contained operates or would prospectively operate to invalidate this Note in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Note shall remain operative and in full force and effect.

P.	Waiverof Jury Trial:

Borrower,and Lender by acceptance of this Note, hereby knowingly, voluntarily and intentionally waive the right to a Trial by Jury in respectof any litigation based hereon or arising out of, under or in connection with this Note andany agreement contemplated to be executed in conjunction herewith, or any course of conduct, course ofdealing, statements (whether verbal or written) or actions of either party. This provision is a material inducement for Lenderto extend to Borrower the loan evidenced by this Note.

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[Signature appears on following pages]

INWITNESS WHEREOF, Borrower has executed this Revolving Promissory Note on the Effective Date of this Revolving Promissory Note.

BORROWER:
SENSUS HEALTHCARE, INC.
a Delaware corporation
By:	/s/ Michael Sardano
Name:	Michael Sardano
Title:	President
Date: June 1, 2026

Exhibit 10.3

PLEDGED COLLATERAL

AND RESTRICTED ACCOUNT AGREEMENT

THIS PLEDGED COLLATERALAND RESTRICTED ACCOUNT AGREEMENT (the “Pledged Collateral Agreement”) is executed on June 2, 2026, by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W. #215, Boca Raton, Florida 33487 (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address of 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RECITALS

A. **** Borrower has requested and Lender has agreed to make a revolving credit facility available to Borrower in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”) as evidenced by that certain Revolving Promissory Note of even date herewith, from Borrower in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”) which Loan is to be used for by Borrower for working capital needs.

B. The Note is secured, in part, by that certain Security Agreement of even date herewith (as the same may be modified or amended from time to time, the “Security Agreement”) granting Lender a first priority security interest (subject to permitted exceptions) on all business assets of Borrower as described in Exhibit “A” attached hereto (the “Collateral”).

C. Lender has required as a condition to the making of the Loan, and the making of advances to Borrower as provided in the Loan Agreement of even date herewith (the “Loan Agreement”), that Borrower enter into this Pledged Collateral Agreement and establish a restricted Cash Collateral Account (as defined herein) to provide additional security for the payment of any obligations of Borrower to Lender under the Loan Documents (as defined in the Loan Agreement).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, Borrower and Lender agree as follows:

1.	Pledged Collateral Account.

(a) Borrower shall establish a restricted Money Market Account (the “Cash Collateral Account”), in the amount of $2,230,000.00(the “Cash Collateral Funds”). The Cash Collateral Funds shall be maintained in a restricted account in the name of Borrower under account number 30000892189.

(b) The Cash Collateral shall be held and disbursed in accordance with the terms of this Pledged Collateral Agreement. The obligation of Borrower to maintain the Cash Collateral Account is a condition of the Loan and is separate from and in addition to all other obligations to pay or deliver funds (whether principal, interest, fees, expenses, deposits, escrows, reserves, or otherwise) to Lender under the Loan Documents.

(c) The establishment of the cash collateral account in the amount of $2,230,000.00 shall be a condition to the funding of any Advance (as defined in the Loan Agreement) under Section 2(a) and 2(b) of the Loan Agreement of even date herewith.

2.	Cash Collateral Funds.

(a) Lender shall have the sole right to make or authorize withdrawals of the Cash Collateral Funds.

(b) The Cash Collateral Funds shall be held and disbursed by Lender, in its sole but reasonable discretion, pursuant to the terms of this Pledged Collateral Agreement.

3.	Pledge of Cash Collateral as Additional Security.

Borrower hereby pledges, hypothecates, assigns, transfers and grants to Lender a first priority lien and perfected security interest in and to the Cash Collateral Funds, together with all funds and balances accruing on the Cash Collateral Funds in the Cash Collateral Account, all interest, if any, earned or accrued thereon and all replacements, substitutions, additions and accessions thereof, as security for the Note in accordance with the terms of the Loan Agreement and the Security Agreement and all rights and privileges of any nature thereunder accruing, for the purpose of:

(a) Securing payment of all sums now or at any time hereafter due from Borrower to Lender pursuant to the Note, together with any renewals or extensions, modifications or amendments thereof; and

(b) Securing performance and discharge of each obligation, covenant, and agreement of Borrower contained herein or in the Note, the Loan Agreement or any of the other Loan Documents (together with the obligations described in clause (a), the “Obligations”).

4.	Disbursements from the Cash Collateral Account.

The CashCollateral Funds shall not be available for the scheduled payments of Borrower’s Obligations under the Note or the otherLoan Documents. Provided, however, that upon an Event of Default, Lender shall have the right, in its sole discretion, to advance from the Cash Collateral Account any funds necessary to make any required payments, as Lender may determine necessary in its sole and absolute discretion, under Note and the other Loan Documents.

Borrower may request from Lender the release of any or all the Cash Collateral Funds, which shall be released by Lender, in its sole but reasonable discretion, provided that that at the time of the request of the release:

(a) There is no ongoing Event of Default (as defined in the Loan Agreement); and

(b) The Loan is in good standing, and in full compliance with any and all covenants and requirements contained in the Loan Documents; and

(c) Borrower shall have discharged all the obligations, covenants, and agreements of Borrower contained herein or in the Note, the Loan Agreement, the Security Agreement or any of the other Loan Documents executed in connection with the Loan.

4. RestrictedAccess to Accounts. Borrower understands and agrees that neither Borrower nor any of its officers, affiliates, agents or other representatives shall have access to the Cash Collateral Account or the right to direct the disposition of the Cash Collateral Funds in the Cash Collateral Account, or to withdraw or transfer any amounts from the Cash Collateral Account, or to otherwise exercise any authority or power with respect to the Cash Collateral Account. Borrower further understands and agrees that the only party that shall have the authority to access the Cash Collateral Account or the right to direct the disposition of funds in the Cash Collateral Account, or to withdraw or transfer any amounts from the Cash Collateral Account, or to otherwise exercise any authority or power with respect to the Cash Collateral Account shall be the Lender, and Borrower hereby authorizes Lender to take any such action, without the further consent of Borrower.

5. Perfection;Control. Borrower agrees to take all actions requested by Lender to perfect and protect Lender’s first priority secured interest in the Cash Collateral Funds, at the expense of Borrower. The parties agree that (i) the Cash Collateral Account shall be under the control of Lender, including its authorized agents or designees, for the purpose of perfection of Lender’s security interest; this includes, but is not limited to, control for purposes of the Uniform Commercial Code as in effect from time to time in the State of Florida, (ii) the Cash Collateral Account shall be deemed a “deposit account” for purposes of the Code; and (iii) Borrower will execute and deliver such financing statements or amendments thereto, assignments, consents, notifications, or other documents as Lender shall request.

6. Representationsand Warranties of Borrower. Borrower represents and warrants, and shall be deemed continuously to represent and warrant, that:

(a) The execution, delivery, and performance by Borrower of this Agreement will not (i) contravene, conflict with, result in the breach of, or constitute a violation of any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or any agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected, or (ii) result in the creation of any lien, charge, or encumbrance upon any property or assets of Borrower pursuant to any of the foregoing, except the liens created by this Pledged Collateral Agreement.

(b) This Pledged Collateral Agreement constitutes a legal, valid, and binding agreement enforceable against Borrower and the Cash Collateral Funds in accordance with its terms, except as enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Without limiting the foregoing, this Pledged Collateral Agreement grants Lender a valid, first priority perfected security interest in the Cash Collateral Funds.

(c) No consent, license, or authorization of, or filing with, or notice to, any person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of this Pledged Collateral Agreement and the transactions contemplated hereunder, except as already obtained (any such consents, licenses, authorizations, filings or notices remaining in full force and effect).

7. Default.

(a) Upon the occurrence and during the continuance of any Event of Default, Lender, in its sole and absolute discretion, may use the Cash Collateral Funds (or any portion thereof) for:

(i)	Payment and performance of Borrower’s obligations under the Note or the other Loan Documents;<br>provided, however, that such use of funds by Lender shall not cure or be deemed to cure any Event of Default; or
(ii)	The reimbursement to Lender for any expenses, fees or other compensation as otherwise provided<br>in the Loan Documents.
---	---

(b) Lender shall have all rights and remedies set forth in the Loan Documents or otherwise as permitted by applicable law pertaining to the Cash Collateral Funds and the Cash Collateral Account. Without limiting the foregoing, upon the occurrence of and during the continuance of an Event of Default, Lender is expressly authorized to:

(i)	Apply all or any portion of the Cash Collateral Funds against any Loan or the other Obligations<br>in any order that Lender determines; or
(ii)	Apply all or any portion of the Cash Collateral Funds<br>otherwise as provided herein;
---	---

(c) Lender’s rights to draw upon the Cash Collateral Funds shall not be exclusive of any other rights of Lender under the Loan Documents, and each and every right shall be cumulative and concurrent, and may be enforced separately, successively or together, and may be exercised from time to time as often as Lender may deem necessary.

(d) If Lender elects to advance any funds from the Cash Collateral Account pursuant to Sections 4 and/or 7 hereof, Lender shall have the right to require Borrower to provide Lender with additional funds to maintain the amount of the Cash Collateral Account at no less than $2,230,000.00.

5.	Borrower’s Other Obligations.

Nothing contained in this Pledged Collateral Agreement shall in any manner alter, impair or affect the obligations of Borrower or relieve Borrower of any obligation to make payments and perform all of its other obligations required under the Note, the Security Agreement, or any of the other Loan Documents.

6.	Remedies Cumulative.

In addition to the rights and remedies herein provided, Lender shall have all rights and remedies available under applicable law. None of the rights and remedies herein conferred upon or reserved to Lender under this Pledged Collateral Agreement are intended to be exclusive of any other rights, and each and every right shall be cumulative and concurrent, and may be enforced separately, successively or together, and may be exercised from time to time as often as may be deemed necessary by Lender.

7.	Indemnification.

Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from the holding of the Cash Collateral Funds, except to the extent caused by Lender’s gross negligence or willful misconduct.

8.	Determinations by Lender.

Except as otherwise provided herein, in any instance where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Lender under this Pledged Collateral Agreement, judgment or decision shall be made or exercised by Lender, in its sole but reasonable discretion.

9.	No Third Party Beneficiary.

This Pledged Collateral Agreement is intended solely for the benefit of Borrower and Lender and their respective successors and assigns, and no third party shall have any rights or interest in the Cash Collateral Account or this Pledged Collateral Agreement. Nothing contained in this Pledged Collateral Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party, nor shall any third party have a right to enforce against Lender any right that Borrower may have under this Pledged Collateral Agreement.

10.	Termination of this Pledged Collateral Agreement.

Upon payment of the Loan and performance of the Obligations of Borrower (other than contingent indemnification obligations for which no claim has been asserted), Lender shall release and remit to Borrower the Cash Collateral Funds, and this Pledged Collateral Agreement shall be deemed terminated.

11.	Entire Agreement; Amendment and Waiver.

This Pledged Collateral Agreement contains the complete and entire understanding of Borrower and Lender with respect to the matters covered herein. This Pledged Collateral Agreement may only be amended, modified, extended, changed or terminated (except as set forth in Section 10) by written agreement of the Borrower and Lender. The waiver of any of the terms and conditions of this Pledge Collateral Agreement shall not operate as a future waiver of any of the terms and conditions of this Pledge Collateral Agreement. If the terms of this Pledged Collateral Agreement are in conflict with any of the terms of the Note, or of any of the other Loan Documents regarding the Cash Collateral Funds, the provisions contained in this Pledged Collateral Agreement shall govern.

13.	Governing Law.

This Pledged Collateral Agreement shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principles thereof governing conflicts of law) and federal law. Borrower hereby irrevocably submit to the non-exclusive jurisdiction of any Florida or Federal court sitting in Miami-Dade County, Florida. over any suit, action or proceeding arising out of or relating to this Pledged Collateral Agreement.

14.	Notices.

All notices from Borrower to Lender and Lender to Borrower required or permitted by any provision of this Pledged Collateral Agreement shall be in writing and sent by registered or certified mail or nationally recognized overnight delivery service and addressed at the address set forth for the Parties in the preamble to this Agreement. Such addresses may be changed by such notice to the other party. Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless sooner actually received, shall be deemed received by the party to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice.

15.	Loan Expense/Enforcement Expense.

Borrower agrees to pay to Lender on demand all reasonable and documented costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Pledged Collateral Agreement, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees and costs, whether or not suit is filed, or other proceedings are initiated hereon.

16.	Liability.

This Pledged Collateral Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns forever.

17.	Inapplicable Provisions.

If any term, covenant or condition of this Pledged Collateral Agreement is held to be invalid, illegal or unenforceable, this Pledged Collateral Agreement shall be construed without such provision.

18.	Headings, etc.

The headings and captions of various paragraphs of this Pledged Collateral Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

19.	Waiver of Jury Trial.

Borrower and Lender hereby knowingly, voluntarily, and intentionally waive the right any may have to a Trial by Jury in respect of any litigation based hereon, or arising out of, under, or in connection with this Pledged Collateral Agreement and any agreement to be contemplated to be executed in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party. This provision is a material inducement for Lender making the Loan available to Borrower.

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[Signatures appear on following pages]

IN WITNESS WHEREOF, Borrower has executed this Pledged Collateral and Restricted Account Agreement as of the effective date set in the preamble to this Pledged Collateral and Restricted Account Agreement.

BORROWER:
SENSUS HEALTHCARE, INC.
a Delaware corporation
By:	/s/ Michael Sardano
Name: Michael Sardano
Title: President
Date: June 1, 2026

IN WITNESS WHEREOF, Lender has executed this Pledged Collateral and Restricted Account Agreement as of the effective date set forth in the preamble to this Pledged Collateral and Restricted Account Agreement.

LENDER:
CITY NATIONAL BANK OF FLORIDA
By:	/s/ Pierre Rodriguez
Name: Pierre Rodriguez
Title: Senior Vice President
Date: June 2, 2026

Exhibit “A”

Business Assets

(i)	All Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to<br>Accounts and have been returned to, or repossessed or stopped in transit by, a Debtor, or rejected or refused by an Account Debtor.
(ii)	All Inventory, including raw materials, work-in-process<br>and finished goods
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(iii)	All goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and<br>Fixtures vehicles and Fixtures.
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(iv)	All Software and computer programs.
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(v)	All Securities, Investment Property, Financial Assets<br>and Deposit Accounts.
---	---
(vi)	All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all<br>proceeds of letters of credit, Health-Care-Insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial<br>Tort Claims and General Intangibles, including Payment Intangibles.
---	---
(vii)	All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all<br>insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned<br>premiums, and of eminent domain or condemnation awards.
---	---

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Exhibit 10.4

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) with an effective date of June 2, 2026 is executed by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W., #215, Boca Raton, Florida 33487 (“Debtor”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address is 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RE C I T A L S

A. Debtor has requested, and Lender has agreed to make a revolving credit facility available to Debtor in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”), as evidenced by that certain Revolving Promissory Note dated of even date herewith from Debtor in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”). The Note is secured, among other things, by a first priority security interest (subject to Permitted Liens (as defined below)) in all the business assets of Debtor. The funds are to be used by Debtor for working capital needs.

B. As a condition of the Loan and Lender providing other financial accommodations to Debtor, Lender requires that Debtor enter into this Agreement in order to secure the obligations and performance of Debtor under such loans or financial accommodations.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, Debtor and Lender hereby agree as follows:

Section 1	Definitions

1.1 Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

(a) “Affiliate” of Lender shall mean (i) any entity which, directly or indirectly, controls or is controlled by or is under common control with Lender, and (ii) any entity administered or managed by Lender, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. An entity shall be deemed to be “controlled by” another entity if such other entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such entity whether by contract, ownership of voting securities, membership interests or otherwise.

(b) “Bankruptcy Code” shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

(c) “Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which Lenders are authorized or required to be closed for the conduct of commercial banking business in Miami-Dade County, Florida.

(d) “Capital Lease” shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person, as lessee, that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such statement is not then in effect, such statement of GAAP as may be applicable, recorded as a “capital lease” on the financial statements of such Person prepared in accordance with GAAP.

(e) “Capital Securities” shall mean, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

(f) “Capitalized Lease Obligations” shall mean, as to any Person, all rental obligations of such Person, as lessee under a Capital Lease, which are or will be required to be capitalized on the books of such Person.

(g) “Collateral” shall have the meaning set forth in Section 2.1 hereof.

(h) “Collateral Access Agreement” shall mean an agreement in form and substance reasonably satisfactory to Lender pursuant to which a mortgagee or lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by Debtor or any Subsidiary, acknowledges the Liens of Lender and waives any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, warehouseman, processor or other bailee permits Lender reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

(i) “Debtor” shall have the meaning set forth in the Preamble to this Agreement.

(j) “Default Rate” shall have the meaning set forth in the Note.

(k) “Event of Default” shall have the meaning set forth in the Loan Agreement.

(l) “GAAP” shall mean generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

(m) “Lender’ shall have the meaning set forth in the Preamble to this Agreement.

(n) “Lender Products” shall mean any service or facility extended to an Obligor or any Subsidiary by Lender or any Affiliate of Lender, including: (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) ACH transactions, (vi) cash management, including controlled disbursement, accounts or services, or (vii) Financial Contracts.

(o) “Lender Product Agreements” shall mean those certain cash management service agreements entered into from time to time by Debtor or any Subsidiary with Lender or any Affiliate of Lender concerning Lender Products.

(p) “Lender Product Obligations” shall mean all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by an Obligor or any Subsidiary to Lender or any Affiliate of Lender pursuant to or evidenced by Lender Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute, or contingent, due or to become due, now existing or hereafter arising.

(q) “Letter of Credit” and “Letters of Credit” shall mean, respectively, a letter of credit and all such letters of credit issued by Lender, in its sole discretion, for the account of an Obligor.

(r) “Lien” shall mean, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

(s) “Loan” shall have the meaning set forth in the Recitals to this Agreement.

(t) “Loan Agreement” shall mean that certain Loan Agreement dated as of even date herewith by and between Debtor and Lender.

(u) “Loan Documents” shall mean each of the Note, the Loan Agreement, this Agreement and the other agreements, documents, instruments, and certificates from time to time executed and delivered by an Obligor or any of their Subsidiaries for the benefit of Lender in connection with the Obligations, and all amendments, restatements, supplements and other modifications thereto.

(v) “Material Adverse Effect” shall mean (i) a material adverse change in, or a material adverse effect upon, the assets, business, properties, condition (financial or otherwise) or results of operations of an Obligor taken as a whole, (ii) a material impairment of the ability of an Obligor to perform any of the Obligations under any of the Loan Documents, or (iii) a material adverse effect on (1) any substantial portion of the Collateral, (2) the legality, validity, binding effect or enforceability against an Obligor and its Subsidiaries of any of the Loan Documents, (3) the perfection or priority of any Lien granted to Lender under any Loan Document, or (4) the rights or remedies of Lender under any Loan Document.

(w) “Note” shall have the meaning set forth in the Recitals to this Agreement.

(x) “Obligations” shall mean all loans, advances and other financial accommodations, including, without limitation, those arising pursuant to the Note the other Loan Documents and all interest accrued thereon (including interest which would be payable as post-petition in connection with any Bankruptcy or similar proceeding, whether or not permitted as a claim thereunder), any fees due Lender under the Loan Documents, any expenses incurred by Lender under the Loan Documents and any and all other liabilities and obligations of an Obligor to Lender, including any reimbursement obligations of an Obligor to Lender in respect of Letters of Credit and surety bonds, all Hedging Obligations of an Obligor which are owed to Lender or any Affiliate of Lender, and all Lender Product Obligations of an Obligor, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, together with any and all renewals or extensions thereof.

(y) “Obligor” shall mean the Debtor, any Subsidiary of Debtor, any guarantor, accommodation endorser, third party, or any other party liable with respect to the Obligations.

(z) “Organizational Identification Number” means, with respect to Debtor, the organizational identification number assigned to Debtor by the applicable governmental unit or agency of the jurisdiction of organization of Debtor.

(aa) “Permitted Liens” shall mean (i) Liens for Taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no Lien has been filed; (ii) Liens arising in connection with Capitalized Lease Obligations (and attaching only to the property being leased); (iii) Liens arising by operation of law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than sixty (60) days or that are being contested in good faith by appropriate proceedings; (iv) Liens granted to Lender hereunder and under the Loan Documents; (v) Liens on insurance proceeds in favor of the applicable insurance carrier arising under or pursuant to any applicable insurance policy; and (vi) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default.

(bb) “Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

(cc) “Subsidiary” and “Subsidiaries” shall mean, respectively, with respect to any Person, each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships, joint ventures or other entities of which or in which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than Fifty Percent (50.00%) of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Debtor.

(dd) “Taxes” shall mean any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing.

(ee) “UCC” shall mean the Uniform Commercial Code in effect in the State of Florida from time to time.

1.2 Other Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein or in the Loan Agreement.

1.3 Other Interpretive Provisions.

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context requires, the neuter gender shall include the masculine and feminine, the single number shall include the plural, and vice versa, and shall be so construed.

(b) Section and Schedule references are to this Agreement unless otherwise specified. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

(e) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation

(f) To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

(g) This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative, and each shall be performed in accordance with its terms.

Section 2	Security for the Obligations.

2.1 Security for Obligations. As security for the payment and performance of the Obligations, Debtor does hereby pledge, assign, transfer, deliver and grant to Lender, for its own benefit and as agent for its Affiliates, a continuing and unconditional first priority security interest (subject to Permitted Liens) in and to any and all property of Debtor, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a) all property of, or for the account of, Debtor now or hereafter coming into the possession, control or custody of, or in transit to Lender or any agent or bailee for Lender or any parent, affiliate or subsidiary of Lender or any participant with Lender in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

(b) the additional property of Debtor, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of Debtor’s books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of Debtor’s right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i)	All Accounts and all Goods whose sale, lease or other disposition by Debtor has given rise to Accounts<br>and have been returned to, or repossessed or stopped in transit by Debtor, or rejected or refused by an Account Debtor.
(ii)	All Inventory, including raw materials, work-in-process and finished goods.
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(iii)	All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and<br>Fixtures.
(iv)	All Software and computer programs.
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(v)	All Securities, Investment Property, Financial Assets and Deposit Accounts.
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(vi)	All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all<br>proceeds of letters of credit, Health-Care-Insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial<br>Tort Claims and General Intangibles, including Payment Intangibles.
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(vii)	All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all<br>insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned<br>premiums, and of eminent domain or condemnation awards.
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2.2 Possession and Transfer of Collateral. Until an Event of Default has occurred hereunder, Debtor shall be entitled to possession or use of the Collateral (other than Instruments or Documents (including Tangible Chattel Paper and Investment Property consisting of certificated securities) and other Collateral required to be delivered to Lender pursuant to this Section 2. The cancellation or surrender of any promissory note evidencing an Obligation, upon payment or otherwise, shall not affect the right of Lender to retain the Collateral for any other of the Obligations. Debtor shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of or grant any option with respect to any of the Collateral, except that (a) Debtor may sell Inventory in the ordinary course of Debtor’s business, (b) Debtor may dispose of worn-out, obsolete or surplus Equipment in the ordinary course of business, and (c) Debtor may make dispositions of Collateral not otherwise permitted hereby having a fair market value not to exceed $250,000 in the aggregate in any fiscal year.

2.3 Financing Statements. Debtor shall, at Lender’s request, at any time and from time to time, execute and deliver to Lender such financing statements, amendments and other documents and do such acts as Lender reasonably deems necessary in order to establish and maintain a valid, attached and perfected first priority security interest (subject to Permitted Liens) in the Collateral in favor of Lender, for its own benefit and as agent for its Affiliates, free and clear of all Liens and claims and rights of third parties whatsoever, except Permitted Liens. Debtor hereby irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of Debtor that (a) indicate the Collateral (i) is comprised of all assets of Debtor or words of similar effect, regardless of whether any particular asset comprising a part of the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail as the grant of the security interest set forth herein, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (1) whether Debtor is an organization, the type of organization and any Organizational Identification Number issued to a Debtor, and (2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. In addition, Debtor shall make appropriate entries on the books and records disclosing the security interests of Lender, for its own benefit and as agent for its Affiliates, in the Collateral.

2.4 Preservation of the Collateral. Lender may but is not required to take such actions from time to time as Lender deems appropriate to maintain or protect the Collateral. Lender shall have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action as Debtor shall reasonably request in writing which is not inconsistent with Lender’s status as a secured party, but the failure of Lender to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, Lender’s responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which Lender accords its own property, and (b) not extend to matters beyond the control of Lender, including acts of God, war, insurrection, riot or governmental actions. In addition, any failure of Lender to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by Debtor, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. Debtor shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of Debtor and Lender in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, Debtor represents to, and covenants with, Lender that Debtor has made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and Debtor agrees that Lender shall have no responsibility or liability for informing Debtor of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

2.5 Other Actions as to any and all Collateral. Debtor further agrees to take any other action reasonably requested by Lender to ensure the attachment, perfection and first priority (subject to Permitted Liens) of Lender’s security interest in the Collateral and the ability of Lender, for its own benefit and as agent for the Affiliates, to enforce the security interest of Lender in any and all of the Collateral including (a) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Lender, for its own benefit and as agent for its Affiliates, to enforce, the security interest of Lender in such Collateral, (b) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender to enforce, the security interest of Lender, for its own benefit and as agent for its Affiliates, in such Collateral, (c) using commercially reasonable efforts to obtain governmental and other third party consents and approvals, including any consent of any licensor, lessor or other Person obligated on Collateral, (d) using commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to Lender, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Debtor further agrees to indemnify and hold Lender harmless against any losses, claims, damages or liabilities arising out of third party claims concerning the Collateral, except to the extent arising from Lender’s gross negligence, willful misconduct or breach of this Agreement.

2.6 Collateral in the Possession of a Warehouseman or Bailee. If any of the Collateral at any time is in the possession of a warehouseman or bailee, Debtor shall promptly notify Lender thereof and shall promptly use commercially reasonable efforts to obtain a Collateral Access Agreement within sixty (60) days from the date of this Agreement.

2.7 Letter-of-Credit Rights. If Debtor at any time is a beneficiary under a letter of credit now or hereafter issued in favor of Debtor, Debtor shall promptly notify Lender thereof and, at the request and option of Lender, Debtor shall, pursuant to an agreement in form and substance satisfactory to Lender, either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to Lender, for its own benefit and as agent for its Affiliates, of the proceeds of any drawing under the letter of credit, or (b) arrange for Lender, for its own benefit and as agent for its Affiliates, to become the transferee beneficiary of the letter of credit, with Lender agreeing, in each case, that the proceeds of any drawing under the letter to credit are to be applied as provided in this Agreement.

2.8 Commercial Tort Claims. If Debtor shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Lender in writing signed by Debtor of the details thereof and grant to Lender, for its own benefit and as agent for its Affiliates, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, in each case in form and substance reasonably satisfactory to Lender, and shall execute any amendments hereto deemed reasonably necessary by Lender to perfect the security interest of Lender, for its own benefit and as agent for its Affiliates, in such Commercial Tort Claim.

2.9 Electronic Chattel Paper and Transferable Records. If Debtor at any time holds or acquire an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, shall promptly notify Lender thereof and, at the request of Lender, shall take such action as Lender may reasonably request to vest in Lender control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Lender agrees with Debtor that Lender will arrange, pursuant to procedures satisfactory to Lender and so long as such procedures will not result in Lender’s loss of control, for Debtor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

2.10 Priority of Lender**:** Lender shall have a first priority security interest in the Collateral subject to Permitted Liens.

Section 3	Representations and<br>Warranties.

Debtor makes the following representations and warranties to the Lender:

3.1 Debtor Organization and Name. Debtor is a corporation duly organized, existing and in good standing under the laws of the State of Delaware, with full and adequate power to carry on and conduct business as presently conducted, and each of its Subsidiaries is validly existing and in good standing under the laws of the jurisdiction of its organization. Debtor and each of its Subsidiaries is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing. The exact legal name of Debtor is as set forth in the first paragraph of this Agreement, and Debtor and its Subsidiaries currently do not conduct, nor have they, during the last five (5) years, conducted business under any other name or trade name.

3.2 Authorization. Debtor has full right, power, and authority to enter into this Agreement and to perform all of its duties and obligations under this Agreement. The execution and delivery of this Agreement and the other Loan Documents will not, nor will the observance or performance of its obligations herein or therein set forth, violate, or contravene any provision of law or of the articles of incorporation or bylaws of Debtor. All necessary and appropriate action has been taken on the part of Debtor to authorize the execution and delivery of this Agreement.

3.3 Validity and Binding Nature. This Agreement is the legal, valid, and binding obligation of Debtor, enforceable against Debtor in accordance with its terms, except as enforceability hereof may be limited by applicable bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity (whether enforcement is sought by proceeding in equity or at law).

3.4 Consent; Absence of Breach. The execution, delivery and performance of this Agreement and any other documents or instruments to be executed and delivered by Debtor in connection herewith, do not and will not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles of incorporation or bylaws of Debtor or any of its Subsidiaries, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Debtor or any Subsidiaries or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of Debtor or any of its Subsidiaries, other than Liens in favor of Lender created pursuant to this Agreement.

3.5 Ownership of Collateral; Liens. Debtor is the sole owner or has other rights in all of the Collateral (or, with respect to after-acquired Collateral, will be the sole owner thereof or otherwise has rights therein at the time of acquisition), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like), other than Permitted Liens.

3.6 Adverse Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) has occurred since December 31, 2025 which (a) would reasonably be expected to have a Material Adverse Effect upon Debtor, or (b) would constitute an Event of Default.

3.7 Security Interest. This Agreement creates a valid security interest in favor of Lender in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by Lender or delivery of such Collateral to Lender, shall constitute a valid, perfected, first priority security interest in such Collateral, subject to Permitted Liens, to the extent a security interest in such Collateral may be perfected under Article 9 of the UCC.

3.8 Place of Business. The principal place of business and books and records of Debtor is set forth in the preamble to this Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth at locations previously disclosed to Lender, and Debtor shall promptly notify Lender of any change in such locations. Debtor will not remove or permit the Collateral to be removed from such locations without the prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed), except for (a) Inventory sold in the usual and ordinary course of Debtor’s business or (b) Collateral that is removed and disposed of in accordance with Section 2.2 hereof.

3.9 Complete Information. This Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts, and other written materials and information heretofore or contemporaneously herewith furnished in writing by Debtor to Lender for purposes of, or in connection with, this Agreement and the transactions contemplated hereby is, and all written information hereafter furnished by or on behalf of Debtor to Lender pursuant hereto or in connection herewith will be, when taken a whole, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by Lender that any projections and forecasts provided by Debtor are based on good faith estimates and assumptions believed by Debtor to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

Section 4	Affirmative Covenants.

4.1 Debtor Existence. Debtor shall at all times preserve and maintain its (a) existence and good standing in the jurisdiction of its organization, and (b) qualification to do business and good standing in each jurisdiction where the nature of business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect), and shall at all times continue as a going concern in the business which Debtor is presently conducting. If Debtor does not have an Organizational Identification Number and later obtains one, Debtor shall promptly notify Lender of such Organizational Identification Number.

4.2 Compliance with Laws. Debtor shall comply, and cause each Subsidiary to comply, in all respects, including the conduct of business and operations and the use of the Collateral, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect.

4.3 Payment of Taxes and Liabilities. Debtor shall pay, and cause each Subsidiary to pay, and discharge, prior to delinquency and before penalties accrue thereon, all property and other taxes, and all governmental charges or levies against it or any of the Collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require Debtor or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any of the Collateral, such contest proceedings stay the foreclosure of such Lien or the sale of any portion of the Collateral to satisfy such claim.

4.4 Maintain Property. Debtor shall at all times maintain, preserve and keep the Collateral, in good repair, working order and condition**,**normal wear and tear excepted, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained. Debtor shall permit Lender to examine and inspect such Collateral upon reasonable prior notice and during normal business hours and subject to the terms of Section 4.6 hereof and Section 5(s) of the Loan Agreement.

4.5 Maintain Insurance. Debtor shall at all times maintain, and cause each Subsidiary to maintain, with insurance companies reasonably acceptable to Lender, such insurance coverage as may be required by Lender or any law or governmental regulation or court decree or order applicable and such other insurance, to such extent and against such hazards and liabilities, including employers’, public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are reasonably acceptable to Lender as provided in the Loan Agreement. Debtor shall furnish to Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by Debtor, which shall be reasonably acceptable in all respects to Lender. Debtor shall cause each issuer of an insurance policy to provide Lender with an endorsement (a) showing Lender as loss payee and as additional insured with respect to each policy of property or casualty insurance; and (b) providing that Thirty (30) days’ notice will be given to Lender prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy.

In the event Debtor either fails to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then Lender, without waiving or releasing any obligation or default by Debtor hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto, which Lender deems advisable. This insurance coverage (a) may, but need not, protect Debtor’s interests in such property, including the Collateral, and (b) may not pay any claim made by, or against, Debtor in connection with such property, including the Collateral. Debtor may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that Debtor has obtained the insurance coverage required by this Section. If Lender purchases insurance for the Collateral, Debtor will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the principal amount of the Loans owing hereunder. Lender shall provide Debtor with reasonable advance notice before purchasing any such insurance and shall use commercially reasonable efforts to minimize the cost thereof. The costs of the insurance may be more than the cost of the insurance Debtor may be able to obtain on its own.

4.6 Field Audits. Upon reasonable advance written notice and during reasonable normal business hours, Debtor shall permit Lender to inspect the Inventory and other Collateral, to perform appraisals of the Inventory of Debtor, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence, and other data relating to Inventory, Accounts and any other Collateral. All such inspections or audits by Lender shall be at Debtor’s expense, provided, that, so long as no Event of Default has occurred and is continuing, such expense shall not exceed $25,000 per audit. So long as there is no Event of Default, Lender shall not conduct such field audits more than once per fiscal year.

4.7 Collateral Records. Debtor shall keep full and accurate books and records relating to the Collateral and shall mark such books and records to indicate Lender’s Lien in the Collateral including placing a legend, in form and content acceptable to Lender, on all Chattel Paper created by Debtor indicating that Lender has a Lien in such Chattel Paper.

Section 5	Remedies.

Upon the occurrence of an Event of Default (as defined in the Loan Agreement) beyond the expiration of any applicable grace or cure periods (if any), Lender shall have all rights, powers and remedies set forth in this Agreement or the other Loan Documents or in any other written agreement or instrument relating to any of the Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity. Without limiting the generality of the foregoing, Lender may, at its option upon the occurrence and during the continuance of an Event of Default, exercise the remedies set forth in Section 9 of the Loan Agreement. Debtor hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender’s rights under the Loan Documents, and hereby consent to, and waives notice of release, with or without consideration, of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary. In addition to the foregoing:

5.1 Possession and Assembly of Collateral. Upon the occurrence and during the continuance of an Event of Default, Lender may, without ^1^demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which Lender already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of Debtor’s premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and Lender shall have the right to store and conduct a sale of the same in any of Debtor’s premises without cost to Lender. At Lender’s request following the occurrence and during the continuance of an Event of Default, Debtor will, at Debtor’s sole expense, assemble the Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Debtor.

5.2 Sale of Collateral. Upon the occurrence and during the continuance of an Event of Default, Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Lender may deem proper, and Lender may purchase any or all of the Collateral at any such sale. Debtor acknowledges that Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral was sold at public sale. Lender shall have no obligation to clean up or otherwise prepare the Collateral for sale. Lender may apply the net proceeds, after deducting all costs, expenses, attorneys’ and paralegals’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Debtor. Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Lender at least Ten (10) calendar days before the date of such disposition. Debtor hereby confirms, approves, and ratifies all acts and deeds of Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral. Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels, or portions, or as an entirety, as the Lender shall deem appropriate. Debtor expressly absolves Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rights or remedies under this Agreement.

5.3 Standards for Exercising Remedies. To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Lender (a) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to Debtor or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section.

^1^ Note to CG: Any notice required by applicable law will not be waivable.

5.4 UCC and Offset Rights. Lender may exercise, from time to time, any and all rights and remedies available to it under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other agreements between any Obligor and Lender, and may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys’ and paralegals’ fees, and in such order of application as Lender may, from time to time, elect, any indebtedness of Lender to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to Lender; provided, however, that Lender shall not exercise any right of setoff against (i) any payroll account of Debtor or any Subsidiary thereof, or (ii) any account holding funds in trust for third parties. Debtor, on behalf of itself and each Obligor, hereby waives the benefit of any law that would otherwise restrict or limit Lender in the exercise of its right, which is hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from Lender to any Obligor.

5.5 Additional Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right and power to:

(a) Instruct Debtor, at its own expense, to notify any parties obligated on any of the Collateral, including any Account Debtors, to make payment directly to Lender of any amounts due or to become due thereunder, or, Lender may directly notify such obligors of the security interest of Lender, and/or of the assignment to Lender of the Collateral and direct such obligors to make payment to Lender of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such Persons obligated thereon;

(b) Enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;

(c) Take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

(d) Extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or any obligation of any nature of any other obligor with respect to the Obligations;

(e) Grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Obligations;

(f) Transfer the whole or any part of securities which may constitute Collateral into the name of Lender or Lender’s nominee without disclosing, if Lender so desires, that such securities so transferred are subject to the security interest of Lender, and any corporation, association, or any of the managers or trustees of any trust issuing any of such securities, or any transfer agent, shall not be bound to inquire, in the event that Lender or such nominee makes any further transfer of such securities, or any portion thereof, as to whether Lender or such nominee has the right to make such further transfer, and shall not be liable for transferring the same;

(g) Vote the Collateral;

(h) Make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of Lender as set forth herein shall not, in any manner whatsoever, impair or affect the liability of Debtor hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive Lender’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, Debtor, any guarantor or other Person liable to Lender for the Obligations; and

(i) At any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Obligations, or the Lender’s rights hereunder, under the Obligations.

Debtor hereby ratifies and confirms whatever Lender may do with respect to the Collateral and agrees that Lender shall not be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral.

5.6 Attorney-in-Fact. Debtor hereby irrevocably makes, constitutes and appoints Lender (and any officer of Lender or any Person designated by Lender for that purpose) as Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Debtor’s name, place and stead, with full power of substitution, to (a) take such actions as are permitted in this Agreement, (b) execute such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to enforce such interests in the Collateral, and (c) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Agreement, including endorsing the Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Debtor’s, changing the address of Debtor to that of Lender, opening all envelopes addressed to Debtor and applying any payments contained therein to the Obligations. Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement.

5.7 No Marshaling. Lender shall not be required to marshal any present or future collateral security (including this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Lender’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.

5.8 Application of Proceeds. Lender will within Three (3) Business Days after receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. Lender shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Obligors. Any proceeds of any disposition by Lender of all or any part of the Collateral may be first applied by Lender to the payment of expenses incurred by Lender in connection with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 7 hereof.

5.9 No Waiver. No Event of Default shall be waived by Lender except in writing. No failure or delay on the part of Lender in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of the Lender to exercise any remedy available to Lender in any order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. Debtor agrees that in the event that Debtor fails to perform, observe or discharge any of the Obligations or liabilities under this Agreement or any other agreements with Lender, no remedy of law will provide adequate relief to Lender, and further agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 6	Miscellaneous.

6.1 Entire Agreement. This Agreement and the other Loan Documents (a) are valid, binding and enforceable against Debtor and Lender in accordance with its provisions and no conditions exist as to their legal effectiveness; (b) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof; and (c) are the final expression of the intentions of Debtor and Lender. No promises, either expressed or implied, exist between Debtor and Lender, unless contained herein or therein. This Agreement, together with the other Loan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents are the result of negotiations among Lender, Debtor, and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties and are the products of all parties. Accordingly, this Agreement and the other Loan Documents shall not be construed more strictly against Lender merely because of Lender’s involvement in their preparation.

6.2 Amendments; Waivers. No delay on the part of Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification, or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

6.3 Assignability. Lender may at any time assign Lender’s rights in this Agreement, the other Loan Documents, the Obligations, or any part thereof and transfer Lender’s rights in any or all of the Collateral, and Lender thereafter shall be relieved from all liability with respect to such Collateral. This Agreement shall be binding upon Lender and Debtor and its legal representatives and successors. All references herein to Debtor shall be deemed to include any successors, whether immediate or remote. In the case of a joint venture or partnership, the term “Debtor” shall be deemed to include all joint venturers or partners thereof, who shall be jointly and severally liable hereunder.

6.4 Binding Effect. This Agreement shall become effective upon execution by Debtor and Lender. If this Agreement is not dated or contains any blanks when executed by Debtor, Lender is hereby authorized, without notice to Debtor, to date this Agreement as of the date when it was executed by Debtor, and to complete any such blanks according to the terms upon which this Agreement is executed.

6.5 Governing Law. This Agreement shall be delivered and accepted in and shall be deemed to be a contract made under and governed by the laws of the State of Florida (but giving effect to federal laws applicable to national Lenders) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

6.6 Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.7 Time of Essence. Time is of the essence in making payments of all amounts due the Lender under this Agreement and in the performance and observance by Debtor of each covenant, agreement, provision, and term of this Agreement.

6.8 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by Lender shall be deemed to be originals thereof.

6.9 Notices. All notices from Debtor to Lender and Lender to Debtor required or permitted by any provision of this Agreement shall be in writing and sent by registered or certified mail or nationally recognized overnight delivery service and addressed to the Parties at the address set forth in the preamble to this Agreement. Such addresses may be changed by such notice to the other party. Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless sooner actually received, shall be deemed received by the party to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice.

6.10 Costs, Fees and Expenses. Debtor shall pay or reimburse Lender for all reasonable and documented costs, fees and expenses incurred by Lender or for which Lender becomes obligated in connection with the enforcement of this Agreement, including reasonable attorneys’ fees of outside counsel to Lender; search fees, costs and expenses; and all taxes payable in connection with this Agreement. In furtherance of the foregoing, Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses, or advances to be reimbursed by Debtor to Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by Debtor to Lender on demand. If at any time or times hereafter Lender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by Lender, Debtor, or any other Person) in any way or respect relating to this Agreement, or (iii) to enforce any rights of Lender against Debtor or any other Person under of this Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of Lender’s rights or remedies under this Agreement, the costs and expenses incurred by Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by Debtor to Lender on demand.

6.11 Waiverof Defenses. Debtor, on behalf of itself and any obligor of the obligations under this Agreement, waives any right to assertas a defense, counterclaim, or setoff, any claim that does not arise directly from Lender’s breach of this Agreement or itsfailure to act in good faith or in a commercially reasonable manner. This waiver does not apply to defenses based on (a) Lender’sfraud, willful misconduct, or gross negligence, (b) any material breach by Lender of this Agreement, or (c) any rights that maynot be waived under applicable law.

6.12 Waiverof Jury Trial. Lender and Debtor, after consulting or having had the opportunity to consult with counsel, each knowingly, voluntarilyand intentionally waive irrevocably, any right to a Trial by Jury in any action or proceeding to enforce or defend any rights underthis Agreement, any Note, any other Loan Document, any of the other Obligation, the Collateral, or any amendment, instrument, documentor agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any lendingrelationship existing in connection with any of the foregoing, or any course of conduct or course of dealing in which Lender andDebtor are adverse parties, and each agrees that any such action or proceeding shall be tried before a court and not before a jury.This provision is a material inducement for Lender granting any financial accommodation to Debtor.

6.13 Forum Selection and Consent to Jurisdiction. Any litigation based hereon, or arising out of, under, or in connection with this Agreement or any other Loan Document, shall be brought and maintained exclusively in the courts of Miami-Dade County, Florida or in the United States District Court for the Southern District of Florida; provided that nothing in this Agreement shall be deemed or operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction. Debtor hereby expressly and irrevocably submits to the jurisdiction of the courts of Miami-Dade County Florida and of the United States District Court for the Southern District of Florida for the purpose of any such litigation as set forth above. Debtor hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum. Notwithstanding the foregoing, Debtor may bring any compulsory counterclaim in any action initiated by Lender in any jurisdiction.

6.14 Termination. Upon indefeasible payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) and termination of all commitments of Lender to extend credit under the Loan Documents, the security interests granted hereunder shall automatically terminate. Upon such termination, Lender shall execute and deliver to Debtor such documents and take such actions as Debtor shall reasonably request to evidence the termination of such security interests, including, without limitation, the filing of UCC-3 termination statements.

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[Signatures appear on following pages]

IN WITNESS WHEREOF, Debtor has executed this Security Agreement as of the effective date set forth in the preamble to this Security Agreement.

DEBTOR:
SENSUS HEALTHCARE, INC.
a Delaware corporation
By:	/s/ Michael Sardano
Name: Michael Sardano
Title: President
Date: June 1, 2026

**IN WITNESS WHEREOF,**Lender has executed this Security Agreement as of the effective date set forth in the preamble to this Security Agreement.

LENDER:
CITY NATIONAL BANK OF FLORIDA
By:	/s/ Pierre Rodriguez
Name: Pierre Rodriguez
Title: Senior Vice President
Date: June 2, 2026