SEVENTH LOAN MODIFICATION AGREEMENT (Domestic)

This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 18, 2013, and is effective as of October 29, 2013, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) SPIRE CORPORATION, a Massachusetts corporation, with its principal place of business at One Patriots Park, Bedford, Massachusetts 01730 (“Spire Corporation”), SPIRE SOLAR, INC., a Massachusetts corporation, with its principal place of business at One Patriots Park, Bedford, Massachusetts 01730 (“Spire Solar”), and SPIRE OPTOELECTRONICS, INC. (f/k/a Spire Biomedical, Inc.), a Massachusetts corporation, with its principal place of business at One Patriots Park, Bedford, Massachusetts 01730 (“Spire Optoelectronics”) (Spire Corporation, Spire Solar and Spire Optoelectronics are jointly and severally, individually and collectively, “Borrower”).

2.DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as defined in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

1.    The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.1.1(c) thereof:

“Borrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, accompanied by an accounts receivable aging, with respect to Advances based upon Aggregate Eligible Accounts, or by invoices (and any other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Accounts.”

and inserting in lieu thereof the following:

“Borrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, accompanied by an accounts receivable aging and accounts payable aging, with respect to Advances based upon Aggregate Eligible Accounts, or by invoices (and any other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Accounts.”

“If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, and at the time of such termination the Exim Agreement has been terminated or matured, Borrower shall pay to Bank a termination fee in an amount equal to Fifteen Thousand Dollars ($15,000.00) (the “Early Termination Fee”).”

and inserting in lieu thereof the following:

“If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, and at the time of such termination the Exim Agreement has been terminated or matured, Borrower shall pay to Bank a termination fee in an amount equal to Seven Thousand Five Hundred Dollars ($7,500.00) (the “Early Termination Fee”).”

“In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C containing a current accounts receivable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement.”

and inserting in lieu thereof the following:

“In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C containing a current accounts receivable aging and a current accounts payable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement.”

“    6.7    Financial Covenant. Borrower shall maintain at all times, to be tested as of the last day of each month: (a) up to an including May 31, 2013, unrestricted and unencumbered cash with Bank of at least One Million Five Hundred Thousand Dollars ($1,500,000.00); and (b) as of June 1, 2013 and

thereafter, Liquidity of at least One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00).”

and inserting in lieu thereof the following:

“    6.7    Financial Covenant. Borrower shall maintain at all times, to be tested as of the last day of each month: (a) up to an including May 31, 2013, unrestricted and unencumbered cash with Bank of at least One Million Five Hundred Thousand Dollars ($1,500,000.00); (b) as of June 1, 2013 up to and including the day immediately preceding the Seventh LMA Effective Date, Liquidity of at least One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00); and (c) as of the Seventh LMA Effective Date and thereafter, unrestricted and unencumbered cash of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00).”

“    “Seventh LMA Effective Date” is November 18, 2013.”

“    “Maturity Date” is October 29, 2013.”

“    “Streamline Facility Eligible” means, as of any day during any subject month, Borrower has provided evidence to Bank that: Borrower (i) had Liquidity of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) at all times during the applicable Testing Month, and (ii) has Liquidity of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) on such day.”

and inserting in lieu thereof the following:

“    “Maturity Date” is April 30, 2014.”

“    “Streamline Facility Eligible” means, as of any day during any subject month, Borrower has provided evidence to Bank that: Borrower (i) had Liquidity of at least Three Million Five Hundred Thousand Dollars ($3,500,000.00) at all times during the applicable Testing Month, and (ii) has Liquidity of at least Three Million Five Hundred Thousand Dollars ($3,500,000.00) on such day.”

4.FEES AND EXPENSES. Borrower shall pay to Bank a modification fee equal to Four Thousand Dollars ($4,000.00), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5.RATIFICATION OF PERFECTION CERTIFICATES.

7.RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8.NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

9.CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

10.COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

SILICON VALLEY BANK

By:    /s/ Karen Sperling____

Name:    Karen Sperling

Title:    Vice President

Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.