Exhibit 10.1


 


Loan Agreement


 


This Agreement is entered into today, the 12th
day of April 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its
office at 300 Tice Boulevard Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST
PART


 


And


 


Seema Rao, residing at 18, Gina Way,
Welcome Bay, Tauranga 3112, New Zealand hereinafter called “Lender” of the SECOND PART


 


WHEREAS the Borrower is desirous of availing
and the lender is willing to extend, a loan.


 


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


 


1. The Lender shall extend an interest free
loan of US$270,000 to the Borrower.


 


2. The Borrower shall repay the same within
6 months from the date of this Agreement or issue shares/warrants against the same.


 


3. The Borrower has the right to prepay the
loan to the Lender at any point in time without any prepayment fee.


 


4. In the event of a successful Offering, this
loan need not be repaid.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Loan Agreement.


 





	Bannix Acquisition Corp.	 	Seema Rao
	 	 	 	 
	Date: 	April 12, 2021	 	Date: 	April 12, 2021
	 	 	 	 
	Signature:	/s/	 	Signature:	/s/
	 	 	 	 
	Name:	Subash Menon	 	 
	 	 	 	 
	Designation:	 CEO	 	 








 






    	 



    	 



    

  


Promissory Note Agreement


 


This Agreement is entered into today, the 12th
day of April 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its
office at 300 Tice Boulevard Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST
PART


 


And


 


Suresh Yezhuvath, residing at Flat No.
108, Al Nabooda B Block, Oud Mehta, Dubai hereinafter called “Lender” of the SECOND PART


 


WHEREAS the Borrower is desirous of availing
and the lender is willing to extend, a loan in the form of a promissory note.


 


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


 


	 	1.	The Lender shall extend an interest free loan of US$300,000 to the Borrower, in the form of a promissory note.




 


		2.	The Borrower is permitted to draw down against this note as per their
requirement and convenience.



 


		3.	In the event of a successful Proposed Public Offering (as defined
in the S-1 of the Borrower), the note will be repaid as follows:



 


	 	a.	Against the amount of $300,000; 30,000 Private Placement Units will be issued.




 


		4.	In the event of the Proposed Public Offering failing to materialize,
the note will not be repayable by the Borrower and the same will be considered as capital contribution without any additional securities
being issued.



 


		5.	This agreement amends the agreement dated 15th February,
2021.



 


IN WITNESS WHEREOF, the parties hereto have
executed this Loan Agreement.


 





	Bannix Acquisition Corp.	 	Suresh Yezhuvath
	 	 	 	 
	Date: 	April 12, 2021	 	Date: 	April 12, 2021
	 	 	 	 
	Signature:	/s/	 	Signature:	/s/
	 	 	 	 
	Name:	Subash Menon	 	 
	 	 	 	 
	Designation:	 CEO	 	 


  






    	 



    	 



    

 


Revised Loan Agreement


 


This Agreement is entered into today, the 30 th
of August 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its
office at 300, Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST
PART


 


and


 


Suresh Yezhuvath, residing at Flat No.
108, Al Naboodah Building, B Block, Oud Mehta, Dubai, UAE acting together and hereinafter called “Lender” of
the SECOND PART


 


WHEREAS the Borrower has previously entered into
a Loan Agreement with Lender.


 





WHEREAS, the parties wish to amend and restate
the terms of this Loan Agreement.


 


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


 


	 	1.	The Lender shall extend an unsecured, interest free loan of up to $1,030,000.


 


	 	2.	The
    Borrower is permitted to draw down up to $805,000 against this loan as per their requirement and convenience. The balance $225,000
    may be drawn down only in the event of over-allotment and the consummation of a Business Combination (as such term is defined
    in the Registration Statement on Form S-1, as amended (the “S-1”) filed by the Borrower with the Securities and Exchange
    Commission. 


 


	 	3.	In the event of a successful Proposed Public Offering (as defined in the S-1 of the Borrower), the loan will be repaid/forfeited as follows:


 


	 	a.	Against the first $730,000 of loan, 175,000 Private Placement Units will be issued.


 


	 	b.	Against
    the next $75,000 of loan, 20,000 Private Placement Units will be issued if the over-allotment is exercised in full. If the
    underwriter for the Proposed Public Offering does not exercise its over-allotment option, this amount will be forgiven, not repaid
    and no securities will be issued against it. If the over-allotment option is partially exercised by the underwriter, the number of
    Private Placement Units to be issued will be equal to the whole number (rounded up) equal to 20,000 multiplied by a fraction, the
    numerator of which is the actual number of shares purchased by the underwriter in the over-allotment option and the denominator is
    750,000. This lesser number of Private Placement Units will still be in full satisfaction of the $75,000 owed. 


 


	 	c.	The
    balance of $225,000 of loan will be forgiven and not repaid. 


 


	 	4.	In
    the event of the Proposed Public Offering failing to materialize, the loan will not be repayable by the Borrower and the same will
    be considered as a capital contribution without any additional securities being issued.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Loan Agreement.


 


For Bannix Acquisition Corp.


 


Date: August 30 , 2021


 


 


 


Signature: 


 


Name:   Subash Menon


 


Designation: Chief Executive Officer


 


 


 


Signature: 


 


Name:   Suresh Yezhuvath


 


Date: August 30 , 2021