tenx_ex10-1





  Exhibit 10.1







 


 


 

 





1.        

PROMISE TO
PAY:





 





In
return for the Loan, Borrower promises to pay to the order of
Lender the amount of 


	
two hundred
forty-four thousand six hundred fifty-seven







interest on the
unpaid principal balance, and all other amounts required by this
Note.


   




1.        

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.


 



 


SBA
Form 147 (06/03/02) Version 4.1 Page 1/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 1 of 7 www.copliancesystems.com








 





 







3.

PAYMENT
TERMS:






 


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

 

	
 

	
 

Maturity: This Note
will mature in 2 years and 0 months from date of Note.


 



Repayment
terms:

 


The
interest rate is 1% per year. The interest rate may only be changed
in accordance with SOP 50 10.



 



	
 







	
 

	
 Borrower must pay
principal and interest payments of $

	
 13,767.62

	
 every month,
beginning seven months from

	
 


	
 

	
 the month this Note
is dated; payments must be made on the

	
 30th

	
 calendar day in the
months they are due.

	
 









	
 

	
 

Lender
will apply each installment first to pay interest accrued to the
day Lender receives the payment, then to bring principal current,
then to pay any late fees, and will apply any remaining balance to
reduce principal.

 


Loan
Prepayment:

 


Notwithstanding any
provision in this Note to the contrary:

 


Borrower may prepay
this Note. Borrower may prepay 20 percent or less of the unpaid
principal balance 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
written notice;

 

b. Pay all accrued
interest; and

 

c. If this
prepayment is received less than 21 days from the date Lender
receives the notice, pay an amount equal to 21 days' interest from
the date lender receives the notice, less any interest accrued
during the 21 days and paid under subparagraph b.,
above.


 


If
Borrower does not prepay within 30 days from the date Lender
receives the notice, Borrower must give Lender a new
notice.

 


 


All
remaining principal and accrued interest is due and payable 2 years
and 0 months from date of Note.


 

Late
Charge: If payment on this Note is more than  10  days late, Lender may charge
Borrower a late fee of up to   5.00  
of the unpaid portion of the regularly scheduled
payment.


 

 

 

 

 

 

 

 

 

 

	
 






 




 



SBA
Form 147 (06/03/02) Version 4.1 Page 2/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 2 of 7 www.copliancesystems.com










 






 




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 preserve,
or account to Lender's satisfaction for, any of the Collateral or
its proceeds;





 




D.

Does not disclose,
or anyone acting on their behalf does not disclose, any material
fact to Lender or SBA;





 




E.

Makes, or anyone
acting on their behalf makes, a materially false or misleading
representation to Lender or SBA;





 




F.

Defaults on any
loan or agreement with another creditor, if Lender believes the
default may materially affect Borrower's ability to pay this
Note;





 




G.

Fails to pay any
taxes when due;





 




H.

Becomes the subject
of a proceeding under any bankruptcy or insolvency
law;





 




I.

Has a receiver or
liquidator appointed for any part of their business or
property;





 




J.

Makes an assignment
for the benefit of creditors;





 




K.

Has any adverse
change in financial condition or business operation that Lender
believes may materially affect Borrower's ability to pay this
Note;





 




L.

Reorganizes,
merges, consolidates, or otherwise changes ownership or business
structure without Lender's prior written consent; or





 




M.

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 any Borrower or Guarantor;





 




C.

File suit and
obtain judgment;





 




D.

Take possession of
any Collateral; or





 




E.

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






 




6.

LENDER'S GENERAL
POWERS:






 


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

 




A.

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





 




B.

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;





 




C.

Release anyone
obligated to pay this Note;





 




D.

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





 




E.

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






 




 



SBA
Form 147 (06/03/02) Version 4.1 Page 3/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 3 of 7 www.copliancesystems.com










 





 







7.

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.


 




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 and to enable Lender to acquire, perfect, or maintain
Lender's liens on Collateral.





 




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. 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.






 




 



SBA
Form 147 (06/03/02) Version 4.1 Page 4/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 4 of 7 www.copliancesystems.com










 






 




10.

STATE-SPECIFIC
PROVISIONS:





 


	
 

	
 

The
following provision applies when a borrower is a resident of
WISCONSIN:

 


Each
Borrower who is married represents that this obligation is incurred
in the interest of his or her marriage or family.

 


The
following Confession of Judgment provision applies when a borrower
is a resident of DELAWARE: WARRANT OF ATTORNEY/CONFESSION OF
JUDGMENT. In addition to any other remedies Lender may possess,
Borrower knowingly, voluntarily and intentionally authorizes any
attorney to appear on behalf of Borrower, from time to time, in any
court of record possessing jurisdiction over this Note and to waive
issuance and service of process and to confess judgment in favor of
Lender against Borrower, for the unpaid principal, accrued
interest, accrued charges, reasonable attorney fees and court costs
and such other amount due under this Note.

 


The
following Confession of Judgment provision applies when a borrower
is a resident of MARYLAND: WARRANT OF ATTORNEY/CONFESSION OF
JUDGMENT. Borrower authorizes an attorney to appear in a court of
record and confess judgment, without process, against Borrower in
favor of Lender for all indebtedness owed in connection with the
loan, including but not limited to service charges, other charges
and reasonable attorney's fees.

 


The
following Confession of Judgment provision applies when a borrower
is a resident of OHIO:

 


WARRANT
OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other
remedies Lender may possess, Borrower knowingly, voluntarily and
intentionally authorizes any attorney to appear on behalf of
Borrower, from time to time, in any court of record possessing
jurisdiction over this Note and to waive issuance and service of
process and to confess judgment in favor of Lender against
Borrower, for the unpaid principal, accrued interest, accrued
charges, reasonable attorney fees and court costs and such other
amount due under this Note.

 


WARNING: BY SIGNING
THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU
DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF THE COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE
AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY OTHER
CAUSE.

 


The
following Confession of Judgment provision applies when a borrower
is a resident of PENNSYLVANIA: WARRANT OF ATTORNEY/CONFESSION OF
JUDGMENT. Borrower irrevocably authorizes and empowers the
prothonotary, any attorney or any clerk of any court of record,
upon default, to appear for and confess judgment against Borrower
for such sums as are due and/or may become due under this Note
including costs of suit, without stay of execution, and for
attorney's fees and costs as set forth in this Note and knowingly,
voluntarily and intentionally waives any and all rights Borrower
may have to notice and hearing under the state and federal laws
prior to entry of a judgment. To the extent permitted by law,
Borrower releases all errors in such proceedings. If a copy of this
Note, verified by or on behalf of the holder shall have been filed
in such action, it shall not be necessary to file the original Note
as a warrant of attorney. The authority and power to appear for and
confess judgment against Borrower shall not be exhausted by the
initial exercise thereof and may be exercised as often as the
holder shall find it necessary and desirable and this Note shall be
a sufficient warrant for such authority and power.

 


The
following Confession of Judgment provision applies when a borrower
is a resident of VIRGINIA: IMPORTANT NOTICE: THIS INSTRUMENT
CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER
NOTICE.


WARRANT
OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other
remedies Lender may possess, Borrower knowingly, voluntarily and
intentionally authorizes to appear on behalf of Borrower, from time
to time, in the District Court of Alexandria, Virginia and to waive
issuance and service of process and to confess judgment in favor of
Lender against Borrower, for the unpaid principal, accrued
interest, accrued charges, reasonable attorney fees and court costs
and such other amount due under this Note.

 


The
following Oral Agreements Disclaimer provision applies when the
borrower is a resident of MISSOURI: Oral or unexecuted agreements
or commitments to loan money, extend credit or to forbear from
enforcing repayment of a debt including promises to extend or renew
such debt are not enforceable, regardless of the legal them upon
which it is based that is in any way related to the credit
agreement. To protect you (Borrowers(s)) and us (Creditor) from
misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the
complete and exclusive statement of the agreement between us,
except as we may later agree in writing to
modify



 



	
 







 




 



SBA
Form 147 (06/03/02) Version 4.1 Page 5/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 5 of 7 www.copliancesystems.com










 






 




10.

STATE-SPECIFIC
PROVISIONS (CONTINUED):





 





	
 

	
 


The
following Oral Agreements Disclaimer provision applies when the
borrower is a resident of OREGON: UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY [BENEFICIARY]/ US
CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR
PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
GRANTOR'S/ BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY [AN AUTHORIZED REPRESENTATIVE OF
BENEFICIARY]/US TO BE ENFORCEABLE.

 


The
following Oral Agreements Disclaimer provision applies when the
borrower is a resident of WASHINGTON: Oral agreements or oral
commitments to loan money, extend credit, or to forbear from
enforcing repayment of a debt are not enforceable under Washington
law.

 


The
following provision applies when the borrower is a resident of
ALASKA:

 


The
Mortgagor or Trustor (Borrower) is personally obligated and fully
liable for the amount due under the Note. The Mortgagee or
Beneficiary (Lender) has the right to sue on the Note and obtain a
personal judgment against the Mortgagor or Trustor for the
satisfaction of the amount due under the Note either before or
after a judicial foreclosure of the Mortgage or Deed of Trust as
under AS 09.45.170-09.45.220.

 


The
following Oral Agreements Disclaimer provision applies when the
borrower is a resident of IOWA: IMPORTANT: READ BEFORE SIGNING. The
terms of this agreement should be read carefully because only those
terms in writing are enforceable. No other terms or oral promises
not contained in this written contract may be legally enforced. You
may change the terms of this agreement only by another written
agreement.

 


The
following Oral Agreements Disclaimer provision applies when the
borrower is a resident of UTAH:

 


This is
a final expression of the agreement between the creditor and debtor
and the written agreement may not be contradicted by evidence of
any alleged oral agreement.



 


 


 


 


 


 


 


 


 


 


 


 



	
 






 









 



SBA
Form 147 (06/03/02) Version 4.1 Page 6/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 6 of 7 www.copliancesystems.com










 






 




11.

BORROWER'S NAME(S)
AND SIGNATURE(S):






   


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

 




	
 

	
 

	
 

	
 

	
 


	
 

	
Tenax Therapeutics,
Inc.

	
 

	
 

	
 


	
 

	


	
 

	
 04/30/2020

	
 


	
 

	

Signature of
Authorized Representative of Borrower/Borrower



	
 

	
Date

	
 


	
 

	
	
 

	
 

	
 


	
 

	
Michael B.
Jebsen

	
 

	
Chief Financial
Officer

	
 


	
 

	
Name of Authorized
Representative of Borrower

	
 

	
Title

	
 


	
 

	
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	
 

	
 

	
 








 




 



SBA
Form 147 (06/03/02) Version 4.1 Page 7/7


Compliance Systems LLC 2020 ITEM 716BAL7
(9312020) Page 7 of 7 www.copliancesystems.com