AMENDED AND RESTATED NOTEAND SECURITY AGREEMENT

EXECUTION COPY

EXHIBIT 10.1

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2013, by and among David Sheerr, whose principal address is 130 Corporate Drive, Montgomeryville, PA 18936 (“Sheerr”) and Dataram Corporation (“Dataram”), whose principal address is Route 571, P.O. Box 7528, Princeton, NJ ###-###-####.

WHEREAS, Dataram entered into a Note and Security Agreement dated as of December 14, 2011 in which Dataram borrowed from Sheerr, and Sheerr lent to Dataram, the sum of $2,000,000.00 (the “Original Loan”) upon the terms and conditions set forth therein;

WHEREAS, Dataram wishes to sell to Sheerr, and Sheerr wishes to purchase from Dataram, certain equipment and furniture of Dataram for a purchase price of $500,000.00 (the “Purchase Price”);

WHEREAS, Dataram desires to use the proceeds of the Purchase Price received from Sheerr to reduce the remaining principal amount of the Original Loan by an amount equal to $500,000.00 and Sheerr desires to amend and restate the Original Loan to reflect the same; and

WHEREAS, Dataram is willing to grant to Sheerr a second priority security interest as described below in the Collateral (as defined herein) in connection with this Agreement;

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

such instruments, documents and notices, including assignments, financing statements and continuation statements (including, without limitation, financing statements filed in the State of New Jersey), as Sheerr may deem necessary or advisable from time to time in order to perfect and continue perfected such security interest. Dataram shall do all such other acts and things and shall execute and deliver all such other instruments and documents, including further security agreements, pledges, endorsements, assignments and notices, as Sheerr in his reasonable discretion, may deem necessary or advisable from time to time in order to perfect and preserve the relative priority of such security interest in the Collateral prior to the rights of all third persons, firms and entities, except as is otherwise provided in this Agreement. Dataram irrevocably appoints Sheerr (and any of Sheerr’s designated agents) as the attorney-in-fact of Dataram to do all acts and things which may reasonably deem necessary or advisable from time to time to preserve, perfect and continue perfected Sheerr's security interest in the Collateral in accordance with the requirements of this Agreement, including, but not limited to, signing any financing statements or amendments to financing statements evidencing Sheerr's security interest in the Collateral for and on behalf of Dataram. Dataram agrees that a carbon, photographic or other reproduction of this Agreement or a financing statement is sufficient as a financing statement and may be filed instead of the original.

(b) Dataram represents and warrants that the existing R&R Loan and Security Agreement authorizes Dataram to borrow no more than 90% of its domestic receivables or 50% of its foreign receivables, up to a maximum of $500,000 in the aggregate, and that it will not amend such percentage, pledge additional collateral to R&R or increase the aggregate amount to be borrowed from R&R without the prior written consent of Sheerr, which consent may not be unreasonably withheld.

waiver thereof or of any other right, remedy, power or privilege of Sheerr hereunder; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other right, remedy, power or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

[Signature page to Amended and Restated Note and Security Agreement]