Exhibit 10.1


 





 



SBA Paycheck
Protection Program


 


PROMISSORY
NOTE


 



 


 


	SBA Loan #	88277371-04
	Date	May 8, 2020
	Loan Amount	$ 1,317,100.00
	Interest Rate	1.00% fixed
	Borrower	Ranor, Inc.
	Lender	Berkshire Bank


 


		1.	PROMISE TO PAY:



In return for the Loan, Borrower
promises to pay to the order of Lender the principal amount referenced above, interest on the unpaid principal balance, and all
other amounts required by this Note.


 


		2.	DEFINITIONS:



“CARES Act” means
the Coronavirus Aid, Relief, and Economic Security Act enacted March 27, 2020.


“Loan” means the
loan evidenced by this Note.


“Loan Documents”
means the documents related to this loan signed by Borrower.


“Paycheck Protection Program”
means the Paycheck Protection Program under Section 7(a)(36) of the Small Business Act of 1953, as amended.


“SBA” means the Small
Business Administration, an Agency of the United States of America.


 






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		3.	PAYMENT TERMS:



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


 


Initial Deferment Period:
No payments are due on this loan for 6 months from the date of first disbursement of this loan. Interest will continue to accrue
during the deferment period.


 


Loan Forgiveness: Borrower
may apply for forgiveness of the amount due on this 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 this 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 Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136). Not more than
25% of the amount forgiven can be attributable to non-payroll costs. In the event Borrower has received an EIDL advance, such amount
shall be subtracted from the loan forgiveness amount.


 


Maturity: This Note will
mature two years from date of first disbursement of this loan.


 


Repayment Terms: The interest
rate on this Note is one percent per year. The interest rate is fixed and will not be changed during the life of the loan.


 


Borrower must pay monthly principal
and interest payments on the outstanding principal balance of the Loan amortized over the term of the Loan, unless otherwise forgiven
in whole or part in accordance with the CARES Act as described above, beginning seven months from the month this Note is dated
until Maturity. Payments of principal and interest must be made on such date as designated by the Lender in the months they are
due. Any Loan balance remaining following forgiveness by the SBA (as described above) will be fully reamortized over the remaining
term of the Loan. The entire principal balance remaining unpaid, along with all accrued and unpaid interest, shall be due and payable
at Maturity.


 


Lender will apply each installment
payment 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
at any time without penalty. 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 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 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.


 


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 or otherwise fails to
comply with the requirements of the Paycheck Protection Program..


 






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		4.	DEFAULT:



Borrower is in default under
this Note if Borrower does not make a payment when due under this Note, or if Borrower:


 


		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.	Except as provided in the CARES Act, 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 any Borrower; or



		C.	File suit and obtain judgment.



 


		6.	LENDER’S GENERAL POWERS:



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


 


		A.	Incur expenses to collect amounts due under this Note and enforce the terms of this Note or any
other Loan Document. Among other things, the expenses may include payments for prior liens, insurance, 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; and



		B.	Release anyone obligated to pay 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, 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.


 






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		8.	SUCCESSORS AND ASSIGNS:



Under this Note, Borrower includes
its successors and assigns, 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-SPECIFIC PROVISIONS:



CONFESSION OF JUDGMENT. THE UNDERSIGNED
HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST
THE UNDERSIGNED FOR THE UNPAID AMOUNT OF THIS NOTE AS EVIDENCED BY AN AFFIDAVIT SIGNED BY AN OFFICER OF LENDER SETTING FORTH THE
AMOUNT THEN DUE, TOGETHER WITH ALL INDEBTEDNESS PROVIDED FOR THEREIN (WITH OR WITHOUT ACCELERATION OF MATURITY), PLUS ATTORNEYS’
FEES OF TEN PERCENT (10%) OF THE TOTAL INDEBTEDNESS OR FIVE THOUSAND DOLLARS ($5,000.00), WHICHEVER IS THE LARGER AMOUNT FOR THE
COLLECTION, WHICH BORROWER AND LENDER AGREE IS REASONABLE, PLUS COSTS OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS
OF APPEAL. THE UNDERSIGNED EXPRESSLY RELEASES ALL ERRORS, WAIVES ALL STAY OF EXECUTION, RIGHTS OF INQUISITION AND EXTENSION UPON
ANY LEVY UPON REAL ESTATE AND ALL EXEMPTION OF PROPERTY FROM LEVY AND SALE UPON ANY EXECUTION HEREON; AND THE UNDERSIGNED EXPRESSLY
AGREES TO CONDEMNATION AND EXPRESSLY RELINQUISHES ALL RIGHTS TO BENEFITS OR EXEMPTIONS UNDER ANY AND ALL EXEMPTION LAWS NOW IN
FORCE OR WHICH MAY HEREAFTER BE ENACTED. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS JUDGMENT WILL BE DEEMED
TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE OR VOID; BUT THE POWER
WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS LENDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE
BEEN PAID IN FULL. THE UNDERSIGNED HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS OR CAUSES OF ACTION WHICH THE UNDERSIGNED MIGHT
HAVE AGAINST ANY ATTORNEY ACTING UNDER THE TERMS OF AUTHORITY WHICH THE UNDERSIGNED HAS GRANTED HEREIN ARISING OUT OF OR CONNECTED
WITH THE CONFESSION OF JUDGMENT HEREUNDER.


 


[Signature Page To Follow]


 






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Notwithstanding anything contained herein
to the contrary, in the event that any terms in this Note conflict with any provisions in the CARES Act’s Paycheck Protection
Program, the parties shall be bound by the CARES Act and any implementing rules and regulations promulgated in connection therewith.


 


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



The undersigned represents that
any individual signing this Note is duly authorized to sign on behalf of the Borrower. By signing below, each individual or entity
becomes obligated under this Note as Borrower.


 


Ranor, Inc.


 


By: /s/ Alexander Shen


Name: Alexander Shen


Title: Authorized Representative




 






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