Exhibit
10.1


 


 





	 	U.S.
        Small Business

        Administration



 


NOTE


 


	SBA
    Loan Name	Pressure
    Biosciences, Inc.
	Date	April
    18, 2020
	Loan
    Amount	$367,039.00
	Interest
    Rate	1.00%
	Borrower	Pressure
    Biosciences, Inc.
	Operating
    Company	N/A

	Lender	North
    Easton Savings Bank, 20 Eastman Street, South Easton, MA 02375


 


	1.	PROMISE
    TO PAY:
	 	 
	 	In
    return for the Loan, Borrower promises to pay to the order of Lender the amount of Three Hundred Sixty-Seven Thousand Thirty
    Nine and 00/100 dollars*************** Dollars, interest on the unpaid principal balance, and all other amounts required
    by this Note.


 


	2.	DEFINITIONS;
	 	 
	 	“Deferral
    Period” means the period beginning on the date of this Note and ending on October 18, 2020. {Six months from date
    or Note}
	 	 
	 	“Loan”
    means the loan evidenced by this Note.
	 	 
	 	“Loan
    Documents” means the documents related to this Loan signed by Borrower.
	 	 
	 	“Program
    Rules” means all statutes applicable to the Paycheck Protection Program of the Small Business Act (15 U.S.C. §
    636), as amended by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136) and all regulations,
    rules and guidance applicable to the Paycheck Protection Program at any time issued by the United States Department of the
    Treasury or the SBA.
	 	 
	 	“SBA”
    means the Small Business Administration, an Agency of the United States of America.


 




    	 		 



     


    

 





 





	 	U.S.
        Small Business

        Administration



 



	3.	PAYMENT
        TERMS:

         

        Borrower
        must make all payments at the place Lender designates. The payment terms for this Note are:

         

        Compliance
        with Program Rules: This Note and the Loan evidenced hereby is subject to the Program Rules. If the terms of this
        Note conflict in any way with the Program Rules or fail to include any term required under the Program Rules, this Note
        shall be deemed automatically amended to eliminate any such conflict and/or to include such term. Promptly following request
        by Lender, Borrower shall execute and deliver to Lender any documentation deemed necessary by Lender to ensure that this
        Note and the Loan evidenced hereby comply in all respect with the Program Rules.

         

        Forgiveness.
        Borrower may apply to Lender for forgiveness of the amount due on the Loan in an amount equal to the sum of the following
        costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of the Loan:



 


	 	(a)	Payroll
    costs
	 	(b)	Any
    payment of interest on a covered mortgage obligation (which shall not include any prepayment of or payment of principal on
    a covered mortgage obligation)
	 	(c)	Any
    payment on a covered rent obligation 
	 	(d)	Any
    covered utility payment


 


	 	The
        amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck
        Protection Program, including the provisions of Section 1106 of the CARES ACT. Not more than 25% of the amount forgiven
        can be attributable to non-payroll costs. If Borrower has received an advance under the SBA’s Economic Injury Disaster
        Loan Program, the amount of the advance shall be subtracted from the loan forgiveness amount.

         

        Upon
        application of the Borrower, and provision by Borrower of the documentation required under the Program Rules, Lender will
        make a determination of the principal and interest amounts to be forgiven.

         

        Maturity:
        Any remaining balance of this Note that Lender determines cannot be forgiven under the Program Rules shall be due
        and payable in full on April 18, 2022. (2 years from the date of Note}

         

        Interest:
        Interest on this Note shall begin to accrue on the date hereof at the interest rate set forth above. The interest
        rate is fixed and will not change during the term of this Note. Interest shall be computed on an actual /365 simple interest
        basis; that is by multiplying the interest rate by the outstanding principal balance, multiplying the resulting product
        by the actual number of days the principal balance is outstanding and dividing the resulting product by 365.

         

        Deferral
        Period: No payments will be due during the Deferral Period, provided that interest will continue to accrue during
        the Deferral Period. Such accrued interest shall be paid in 18 consecutive monthly installments along with the principal
        installments described below.

         

        Payment
        Terms: Borrower shall repay the principal balance of this Note in 18 consecutive equal monthly installments, with
        the first such installment due on the day immediately following the expiration of the Deferral Period and the remaining
        payments due on the same day of each month thereafter. Borrower shall pay all accrued interest on each day that a principal
        installment is due. Lender will apply each payment first to pay applicable late charges, then to pay interest accrued
        to the day Lender received the payment, then to interest accrued during the Deferral Period, then to bring principal current
        and will apply any remaining balance to reduce principal.



 




    	 		 



     


    

 





 





	 	U.S.
        Small Business

        Administration



 



	 	Payment
    Schedule: Lender will provide Borrower with a schedule of payments once the amounts to be forgiven have been determined
    and the principal balance to be repaid becomes known.
	 	 
	 	Prepayment:
    Borrower may prepay this Note at any time without penalty. Borrower may prepay 20 percent or less of the unpaid principal
    balance of this Note at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the
    secondary market, Borrower must:


 


	 	(a)	Give
    Lender prior written notice;
	 	(b)	Pay
    all accrued interest; and
	 	(c)	If
    the prepayment is received less than 21 days from the date Lender received the notice, pay an amount equal to 21 days’
    interest from the date Lender received the notice, less any interest accrued during the 21 days and paid under clause (b)
    of this paragraph.


 


	 	If
        Borrower does not prepay within 30 days from the date Lender received the notice, Borrower must give Lender a new notice.
        All prepayments will be applied to principal installments in inverse order of maturity.

         

        Late
        Charges: If any payment due on this Note is not paid within fifteen days of its due date, Borrower will pay to Lender
        a late charge equal to the greater of $15.00 and 5% of the late payment. To the extent any late fee otherwise payable
        under this Note is prohibited or exceeds any limit provided by applicable law, including the Program Rules, such late
        fee shall be reduced to the

        maximum
        amount allowed.

         

        Non-Recourse.
        Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment
        of the Loan, except to the extent that such shareholder, member or partner uses the Loan proceeds for an unauthorized
        purpose.

         

        Business
        Day: If any installment of principal and interest is due on a day other than a day on which Lender is open for the
        conduct of normal banking activities, such installment shall be due on the next day for which Lender is open for the conduct
        of normal banking activities.

         

        Electronic
        Signatures; Counterparts. This Note and all documents delivered in connection herewith (including Borrower’s
        application for the Loan) may be executed and/or transmitted electronically or digitally (including, without limitation,
        via facsimile, electronic mail in .pdf, DocuSign or similar platform) and shall be considered originals and shall have
        the same legal effect, validity and enforceability as manually-executed paper originals. This Note and all such other
        documents may be executed in as many counterparts as necessary or convenient, including both paper and electronic or digital
        counterparts, but all such counterparts are one and the same document. For the avoidance of doubt, the authorization under
        this paragraph includes, without limitation, use or acceptance by the parties of a manually-exec ted counterpart which
        has been converted into electronic form (such as scanned into a .pelf file), or an electronically or digitally signed
        document converted into another format, for transmission, delivery and/or retention. Upon request from Lender, and to
        the extent required by the Program Rules, Borrower shall execute and deliver manually executed originals of this Note
        and such other documents.

        



 




    	 		 



     


    

 








 





		U.S.
        Small Business

        Administration



 






	 	Other
        Debt Owed to Lender: No collateral granted to Lender by Borrower to secure other debt owed to Lender by Borrower shall
        secure this Note, notwithstanding any cross-collateralization provision or similar provision in the documentation applicable
        to such other debt.

         

        Right
of Setoff: To the extent permitted by applicable law, at any time following a default on this Note, Lender may setoff any
amounts owed by Lender to Borrower with respect to any account maintained by Borrower with Lender against any amounts owed by
Borrower under this Note. 

	 	 
	4.	DEFAULT:
	 	 
	 	Borrower is in default under this Note if Borrower does not make
a payment when due under this Note, or if Borrower or Operating Company:



 










	 	A.	Fails
    to do anything required by this Note and other Loan Documents;
	 	B.	Defaults
    on any other loan with Lender;
	 	C.	Does
    not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
	 	D.	Makes,
    or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
	 	E.	Defaults
    on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability
    to pay this Note;
	 	F.	Fails
    to pay any taxes when due;
	 	G.	Becomes
    the subject of a proceeding under any bankruptcy or insolvency law;
	 	H.	Has
    a receiver or liquidator appointed for any part of their business or property;
	 	I.	Makes
    an assignment for the benefit of creditors;
	 	J.	Has
    any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s
    ability to pay this Note;
	 	K.	Reorganizes,
    merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or
	 	L.	Becomes
    the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this
    Note.


 


	5.	LENDER’S
        RIGHTS IF THERE IS A DEFAULT:

         

        Without
        notice or demand and without giving up any of its rights, Lender may:



 


	 	A.	Require
    immediate payment of all amounts owing under this Note;
	 	B.	Collect
    all amounts owing from Borrower; or
	 	C.	File
    suit and obtain judgment.


 






    	 		 



     


    




 





 





		U.S.
        Small Business

        Administration



 



	6.	LENDER’S
        GENERAL POWERS:

         

        Without
        notice and without Borrower’s consent, Lender may:



 


	 	A.	Incur
    expenses to collect amounts due under this Note or to enforce the terms of this Note or any other Loan Document. Among other
    things, the expenses may include payments for reasonable attorney’s fees and costs. If Lender incurs such expenses,
    it may demand immediate repayment from Borrower or add the expenses to the principal balance;
	 	B.	Release
    anyone obligated to pay this Note; and
	 	C.	Take
    any action necessary collect amounts owing on this Note.


 


	7.	WHEN
        FEDERAL I.AW APPUES:

         

        When
        SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or
        SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other
        purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax,
        or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation,
        defeat any claim of SBA, or preempt federal law.



 


	8.	SUCCESSORS
        AND ASSIGNS:

         

        Under
        this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.



 


	9.	GENERAL
    PROVISIONS:


 


	 	A.	All
    individuals and entities signing this Note are jointly and severally liable.
	 	B.	Borrower
    waives all suretyship defenses.
	 	C.	Borrower
    must sign all documents necessary at any time to comply with the Loan Documents.
	 	D.	Lender
    may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo
    enforcing any of its rights without giving up any of them.
	 	E.	Borrower
    may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
	 	F.	If
    any part of this Note is unenforceable, all other parts remain in effect.
	 	G.	To
    the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand,
    protest, and notice of dishonor.


 


	10.	STATE-SPEOFIC
        PROVISIONS: 

         

        Not
        applicable.



 




    	 		 



     


    




 





 





		U.S.
        Small Business

        Administration



 



	11.	BORROWER’S
        NAME(S) AND SIGNATURE(S):

         

        By
        signing below, each individual or entity becomes obligated under this Note as Borrower.

         

        By
        signing below, Borrower additionally certifies to Lender that:



 


	 	A.	Borrower
    acknowledges that if Borrower defaults on the Loan, SBA may be required to pay Lender under the SBA guarantee, and SBA may
    then seek recovery on the Loan (to the extent any balance remains after forgiveness of the loan, as described in Paragraph
    3 above);
	 	 	 
	 	B.	Borrower
    will keep books and records in a manner satisfactory to Lender, furnish financial statements as requested by Lender, and allow
    Lender and SBA to inspect and audit books, records and papers relating to Borrower’s financial or business condition;
    and
	 	 	 
	 	C.	Borrower
    will not, without Lender’s consent, change its ownership structure, make any distribution of company assets that would
    adversely affect its financial condition or transfer (including by pledge) or dispose of any assets, except in the ordinary
    course of business.
	 	 	 
	 	Pressure BioSciences, Inc. (Borrower Name)





Name: Richard T. Schumacher

Title: President