Item 1.01 Entry into a Material Definitive Agreement

On May 17, 2012, the Company signed the Second Amended and Restated Promissory Note associated with its Loan and Security Agreement executed July 27, 2010 with its bank. In connection with this the Company also executed an Amended and Restated Schedule to the Loan and Security Agreement. The amended and restated documents reduce the interest rate to Prime plus 6% (currently 9.25%) from the previous effective interest rate of 12.45% plus 3 clearing days (14.3%). In addition, the loan facility now allows borrowing of 90% of eligible foreign receivables to a maximum of $500,000 and 25% of eligible inventory to a maximum of 20% of the amount available on receivables. The advance rate on domestic receivables increases to 90% from 80%. The total credit line remains at $3,500,000 and the Tangible Net Worth covenant is $2,000,000 measured quarterly.

The Company believes that, based on current projections, the Company will be able to borrow the maximum allowed under the formulas provided for in the Amended and Restated Schedule and therefore the credit line is sufficient to satisfy the Company's borrowing needs for the next twelve months. The agreements are filed as exhibits to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 10.1 Amended and Restated Schedule to Loan and Security Agreement between Crestmark Commercial Capital Lending LLC and Dataram Corporation 10.2 Second Amended and Restated Promissory Note