Exhibit 10.1


 








SBA Loan# 91780070 - 03 SBA  Loan Name Section 7(a)(36)  of  the  Small  Business  Act,  as  amended,  for  SBA  to  guarantee   100%  of  a  Paycheck  Protection  Program (PPP) Date Loan Amount $474,400.00 Interest Rate 1.00% Borrower TECHNICAL  COMMUNICATIONS CORPORATION D Operating Company NIA Lender Hometown Bank Page 1 /4 U.S. Small  Business Administration NOTE 1. PROMJSE  TO PAY: D o l l ar s , In  return  for the  Loan ,  Borrower promises  to  pay to  the  order of Lender the  amount of FOUR  HUNDRED  SEVENTY  FOUR  THOUSAND FOUR HUNDRED interest  on  the unpaid  principal  balance,  and  all  other  amounts  required  by  this  Note . 2 . DEFINITIONS : "Collateral" means  any  property  taken as  security  for  payment  of  this  Note or  any  guarantee of  this Note. "Deferral  Period"  means  the  period  beginning  on  the  date  of  this  Note  and ending  on six  months  from  the  date of  Note.   "Gua  rantor "  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. "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.



     


     


    



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  te1m .   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: Page 2 /4 (a) (b) (c) (d) Payroll costs 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) Any  payment  on  a  covered  rent  obligation   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 . IfBorrower 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  the  second  anniversary  of the  date of  the 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  Perio  d .  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  installment  payment  first  to  pay  applicable late  charges,  then  to  pay  interest  accrued to the  day  Lender  received  the  payment,  then to  bring principal  current,  and  will   apply any  remaining  balance  to  reduce principal. 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) (b) (c) Give Lender  prior written  notice;   Pay  all  accrued  interest; and 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 .



     


     


    



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 - executed counterpart which has been converted into electronic form (such as scanned into a . pdf 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 . 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 . 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. Fafls 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  'sability  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  'sability  to  pay this Note; L. Reorganizes, merges,  consolidates,  or  otherwise  changes ownership  or  business  structure without  Lender  's  prior   written  consent; or Page 3 /4



     


     


    



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  Bonower  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 'sfees 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. 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, Bonower 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 . P ag e 4 /4



     


     


    



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 unenfo rceable , all other patis 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 . 10. STAI  E - SPECIFJC  PROVIS_IONS: NA 11. BORROWER  'S  NAME{S)  AND SIONATURE{S) : By  signing this  Note ,  Borrower  additionally certifies  to  Lender that: A. Borrower has received a copy of the SBA Paycheck Protection Program Autho r ization ; B. 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) ; C. Borrowe  r  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; D. 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  ; and E. Borrower  will  use  the  proceeds of  the  Loan  for  the  purposes  stated  in  the  SBA Paycheck  Protection Program   Authorization. By  signing below,  each  individual  or  entity  becomes  obligated  under  this  Note  as Borrower . P ag e 5 /4 Borrower(s): B y :



     


     


    



 Borrower  Certifications and Agreements Paycheck  Protection  Program Loan 1 of3 The  undersigned  is  the  duly  elected,  qualified,  and  acting  Treasurer  I CFO TECHNICAL  COMMUNICATIONS CORPORATION of   ( "Borrower" ). In connectio n with Borrower's  submission  of an  application (the  "Application") for  a  loan  (the  "Loan") from Hometown Bank ("Lender") under  the  Paycheck  Protection Program  ("PPP") of the Small Business Act ( 15 U . S . C . † 636 ), as amended by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), Borrower hereby certifies, attests, confirms to and agrees with Lender as follows : 1. The Application, the previously provided documentation showing Borrower's calculation of its average monthly payroll costs for purposes of the Application, and each supporting document showing compensation paid to Borrower's employees in 2019 (or other period, if applicable) and provided by or on behalf of Borrower to Lender to support the Application (the "Supporting Documents") is accurate and complete in all material respects and, to the extent previously filed with the United States Internal Revenue Service ("IRS"), is identical in substance to the document filed with the IRS . 2. Borrower will indemnify and hold Lender, and each of its officers, trustees, employees, affiliates or agents (each, an "Indemnified Party"), harmless to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable law related to or arising out of any false statement by Borrower in the Application or any of the Supporting Documents . 3. During 2019 , Borrower did not, and as of the date of the Application Borrower does not, have more than 500 employees (including, for this purpose, the employees of any company that is affiliated with Borrower and which employees must be aggregated with Borrower's employees under the regulations and other guidance promulgated or issued by the Small Business Administration ("SBA") and applicable to the Application) . 4. Borrower acknowledges that it has received a copy of the "Paycheck Protection Program (PPP) Information Sheet : Borrowers" (the "Fact Sheet") issued by the United States Department of the Treasury ("Treasury") and the Interim Final Rule published by the United States Small Business Administration implementing the Paycheck Protection Program (the "Interim Rule") and that Borrower has read and understands the Fact Sheet and the Interim Rule . Borrower further acknowledges that (a) Borrower has the burden to document expenditures made during the eight - week period described in the Fact Sheet (the eight - week period beginning on the date the Lender makes the first disbursement of the Loan to the Borrower) and the Interim Rule that may result in forgiveness of the Loan in whole or in part, (b) not more than 25 percent of the loan forgiveness amount may be attributable to non - payroll costs such as interest on mortgages, rent and utilities ; (c) the amount of the Loan that may be forgiven may be reduced as a result of Borrower's reduction in the number of full - time equivalent employees or in the salaries and wages paid to employees, (d) neither Lender nor any of its officers, trustees, employees, affiliates or



     


     


    



agents has provided any assurance to Borrower that all or any portion of the Loan will be forgiven, and (e) any portion of the Loan that is not forgiven shall be due and payable in full on the second anniversary of the date of the Note . Borrower also acknowledges that the PPP is subject to change due to reasons outside Lender's control, including as a result of changes in legislation, regulation or formal or informal guidance from Treasury or the SBA (the "PPP Program Rules"), and such changes may be effective retroactively to apply with respect to the Application and the Loan . Borrower further acknowledges and agrees that Lender shall have no liability to Borrower as a result of any change in the PPP Program Rules . 2 of3 5. Borrower acknowledges  receipt  of  the  attached SBA E - Tran  Paycheck  Protection   Program  Authorization  with  respect  to  the Loan. 6. Borrower acknowledges that if Borrower defaults on the loan, SBA may be required to pay Lender under the guarantee provided by SBA to Lender under the PPP and PPP Program Rules, and SBA may then seek recovery on the Loan (to the extent any balance remains after loan forgiveness) . 7. Borrower agrees with Lender to 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 . Without limiting the scope of the preceding sentence, Borrower will provide to Lender, upon Lender's request from time to time during the eight - week Covered Period (as defined below) relevant to loan forgiveness, a schedule in a form reasonably acceptable to Lender showing Borrower's calculation of amounts eligible to be included in the calculation of the "expected forgiveness amount" as that term is used in Section 1106 of the CARES Act . 8. Borrower agrees that not more than fifteen ( 15 ) days after the expiration of the Covered Period as defined in Section 1106 of the CARES Act, Borrower will deliver to Lender an accurate and complete application for forgiveness of the Loan in accordance with Section 1106 , which application will show in reasonable detail all of the data relevant to determining the extent to which (if at all) the Loan qualifies for forgiveness under Section 1106 of the CARES Act . 9. Without prior written notification to, and the consent of, Lender, Borrower will not make any changes to its ownership structure, make any distribution of company assets that would adversely affect its financial condition, or transfer , pledge or dispose of any assets, except in the ordinary course of business .



     


     


    



10. Borrower acknowledges and agrees that (a) neither Lender nor any of its officers, directors, trustees, employees, affiliates or agents has provided any financial advice to Borrower or any of its owners, directors, officers or affiliates in connection with the PPP, including the Application and the Loan or whether Borrower can reasonably expect that some or all of the Loan may be forgiven ; (b) neither Lender nor any of its officers, [directors/trustees], employees, affiliates or agents has recommended that the Borrower submit the Application or accept the Loan ; (c) Borrower has calculated without relying on any advice from Lender the amount of Borrower's "average monthly payroll costs" as that term is used in the Application ; (d) Borrower will calculate without relying on any advice from Lender the portion of the Loan that Borrower believes should be forgiven under Section 1106 of the CARES Act and the PPP Program Rules ; (e) interpretation of the PPP Program Rules is not well developed and subsequent guidance from the Treasury or SBA may differ from the generally accepted interpretations of PPP Program Rules as of the time the Application was submitted and the Loan is closed and funded ; and (f) Lender shall have no liability fo Borrower as a result of any miscalculation made by or on behalf of Borrower for PPP purposes, including with respect to the average monthly payroll costs or the amount of the Loan that may be forgiven, arising out of a change in the interpretation of the PPP Program Rules or otherwise . 11. The person whose name is set forth below is a duly elected, qualified, and acting officer of Borrower as of the date hereof and as of the date of the Application, holding the office set forth opposite his/her name, and the signature set forth opposite his/her name is his/her true signature . 3 of3 Signature: ///JAi Dated:   ol.J/J , )  o 0 Printed  Name:  Michael  P. Malone Printed  Title:  Treasurer  / CFO Attachments: SBA  E - Tran  Loan  Approval  document  with respect  to Loan