Exhibit 10.1


 


PROMISSORY
NOTE


 





 



 


	Borrower:	Table Trac, Inc.	 	Lender:	Alerus Financial, N.A.
	 	6101 Baker Rd Ste 206	 	 	2300 S Columbia Rd Grand
	 	Minnetonka, MN 55345	 	 	Forks, ND 58201 (800) 279-3200


 





 



 


	Principal
Amount: $473,400.00	Date
                of Note: April 14, 2020



 


PROMISE
TO PAY. Table Trac, Inc. (“Borrower”) promises to pay to Alerus Financial, N.A. (“Lender”), or order, in lawful
money of the United States of America, the principal amount of Four Hundred Seventy-three Thousand Four Hundred & 00/100 Dollars
($473,400.00), together with interest on the unpaid principal balance from April 14, 2020, calculated as described in the “INTEREST
CALCULATION METHOD” paragraph using an interest rate of 1.000% per annum based on a year of 360 days, until paid in full.
The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.


 


PAYMENT.
Borrower will pay this loan in 18 payments of $26,646.29 each payment. Borrower’s first payment is due November 14, 2020, and
all subsequent payments are due on the same day of each month after that. Borrower’s final payment will be due on April 14, 2022,
and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise
agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then
to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.


 


PAYMENT
AMORTIZATION. Lender reserves the right to change the monthly principal and interest payment due on the note to cause
the note to fully amortize by the maturity date. The payment will be reviewed for any necessary adjustment and will be changed
accordingly 45 days prior to the first payment date of November 14, 2020.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All interest payable under this Note is computed using this method.


 


PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule.
Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees
not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends
such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated
to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered
with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Alerus Financial,
N.A., Main Office, P.O. Box 6001 Grand Forks, ND 58206-6001.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue
to accrue interest at the interest rate under this Note.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.






     


     


    

 


PROMISSORY NOTE


(Continued)


 


	Loan No: 2489157106	Page 2



 


 



 


Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including reasonable attorneys’ fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.


 


WHEN
FEDERAL LAW APPLIES. 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.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Grand
Forks County, State of North Dakota.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all
accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff
all sums owing on the debt against any and all such accounts.


 


ADDENDUM
TO NOTE. An exhibit, titled “Addendum to Note,” is attached to this Note and by this reference is made a part of
this Note just as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this Note.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay
or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties
agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take
any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is
made. The obligations under this Note are joint and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY


 


NOTE. BORROWER:


 





	TABLE TRAC, INC.	 
	 	 
	By:	/s/ Chad B Hoehne	4/14/2020
	 	Chad B Hoehne, 

CEO/Director of Table Trac, Inc.	 


 


 





 







LaserPro,
Ver. 19.4.10.036 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - ND C:\CFI\LPL\D20.FC TR-14212 PR-224


 






     


     


    

 





ADDENDUM
TO NOTE


 





 



 


	Borrower:	Table Trac, Inc.	 	Lender:	Alerus Financial, N.A.
	 	6101 Baker Rd Ste 206	 	 	2300 S Columbia Rd Grand
	 	Minnetonka, MN 55345	 	 	Forks, ND 58201 (800) 279-3200


 





 



 


This
ADDENDUM TO NOTE is attached to and by this reference is made a part of the Promissory Note, dated April 14, 2020, and executed
in connection with a loan or other financial accommodations between ALERUS FINANCIAL, N.A. and Table Trac, Inc.


 


SBA
Loan Name: Paycheck Protection Program


 


DEFINITIONS:


 


“Collateral”
means any property taken as security for payment of this Note or any guarantee of this Note. “Guarantor” means each
person or entity that signs a guarantee of payment of this Note.


 


“Loan”
means the loan evidenced by this Note.


 


“Loan
Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
“SBA” means the Small Business Administration, an Agency of the United States of America.


 


DEFAULT:


 


Borrower
is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower: Does not preserve,
or account to Lender’s satisfaction for, any of the Collateral or its proceeds;


 


Does
not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; Makes, or anyone acting
on their behalf makes, a materially false or misleading representation to Lender or SBA; Fails to pay any taxes when due;


 


Makes
an assignment for the benefit of creditors;


 


Reorganizes,
merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or Becomes
the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.


 


LENDER’S
RIGHTS IF THERE IS A DEFAULT:


 


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


 


Collect
all amounts owing from any Borrower or Guarantor; File suit and obtain judgment;


 


Take
possession of any Collateral; or


 


Sell,
lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.


 


LENDER’S
GENERAL POWERS:


 


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


 


Bid
on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;


 


Incur
expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose
of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals,
environmental remediation costs, and 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;


 


Release
anyone obligated to pay this Note;


 


Compromise,
release, renew, extend or substitute any of the Collateral; and


 


Take
any action necessary to protect the Collateral or collect amounts owing on this Note.


 


SUCCESSORS
AND ASSIGNS:


 


Under
this Note, Borrower includes its successors, and Lender includes its successors and assigns.


 






     


     


    

 


ADDENDUM TO NOTE


(Continued)


 


	Loan No: 2489157106	Page 2



 


 



 


GENERAL
PROVISIONS:


 


Borrower
waives all suretyship defenses.


 


Borrower
may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.


 


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.


 


Borrower
also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a
lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.


 


BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE NOTE, THE LOAN
DOCUMENTS AND ANY OTHER INSTRUMENTS OR AGREEMENTS EXECUTED BY ANY PARTY IN CONNECTION HEREWITH OR THEREWITH.


 


Notwithstanding
anything to the contrary contained in the Note, Lender waives all rights to declare the entire unpaid principal balance and accrued
unpaid interest immediately due under the Note following a default under the Note.


 


THIS
ADDENDUM TO NOTE IS EXECUTED ON APRIL 14, 2020.


 


BORROWER:


 


	TABLE TRAC, INC.	 
	 	 
	By:	/s/ Chad B Hoehne	4/14/2020
	 	Chad B Hoehne, 

CEO/Director of Table Trac, Inc.	 


 


 


 





 






LaserPro,
Ver. 19.4.10.036 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - ND C:\CFI\LPL\D20.FC TR-14212 PR-224