EdgarFiling









Exhibit
10.1


 


AMENDMENT
#2 TO THE AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE ORIGINALLY ISSUED ON SEPTEMBER 28, 2018


 


THIS
AMENDMENT #2 to the Note (as defined below) (this "Amendment") is entered into effective as of December 12, 2019 (the
"Effective Date"), by and between Predictive Oncology, Inc. (f/k/a Precision Therapeutics, Inc.), a Delaware corporation
(the "Company"), and L2 Capital, LLC, a Kansas limited liability company (the "Holder", and together with the
Company, the "Parties").


 


BACKGROUND


 


		A.	The Company issued that certain amended and restated senior secured promissory
note (the "Note") to the Holder on September 28, 2018, which was amended and restated as of February 7, 2019.



 


		B.	The Note was amended pursuant to
that certain Amendment #1 dated September 27, 2019.



 


		C.	The Company and Holder desire to further amend the Note as set forth expressly below.



 


NOW
THEREFORE, in consideration of the execution and delivery of this Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	Upon the execution of this Amendment and delivery of the Waiver Shares (as
defined below) by the Company, (i) the "Maturity Date"
for all amounts of principal, interest and other amounts owed and outstanding under the Note as of the Effective Date shall be
extended from December 31, 2019 to March 31, 2020, and in exchange for such extension (ii) the outstanding principal amount of
the Note is hereby increased by One Hundred Twenty Thousand Dollars ($120,000) such that as of the Effective Date, the outstanding
principal amount (not including accrued interest and any other amounts) owed under the Note is $1,909,104



 


		2.	From the period of time commencing on the Effective
Date until March 31, 2020 (the "Financing Repayment Waiver Period"), the Holder shall waive its rights under the Note
to have the Note repaid from the proceeds of any financing consummated by the Company, provided that, and only if, the Company
issues to the Holder 15,000 shares (the "Waiver Shares")
of its common stock prior to the close of business on December 19, 2019 (the "Deadline"). To the extent that the Company
timely issues the Waiver Shares resulting in the Financing Repayment Waiver Period going into effect, such waiver shall cease and
all rights to repayment from the proceeds of financings as set forth in the Note shall resume on March 31, 2020.



 


		3.	The Company shall include all of the Waiver Shares on any registration statement
filed with the SEC after the Effective Date, other than any registration statement on Form S-4 or S-8. Failure to do so will result
in liquidated damages of $25,000, being immediately due and payable to the Holder within 24 hours of such failure.



 


		4.	If the Waiver Shares are not issued to the Holder on or before the Deadline,
then the Holder shall have the right in its sole discretion to declare this Amendment void ab initio, by delivering written notice
regarding the same to the Company at any time.



 



     


     


    




		5.	This Amendment shall be deemed part of, but shall take precedence over and
supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of
the Note, which are not in conflict with the terms of this Amendment, shall remain in full
force and effect, and this Amendment shall be governed by the same law, and have the same conflict resolution provisions, as set
forth in the Note. The parties hereby ratify and
confirm the terms and conditions of the Note, as supplemented and amended by this Amendment.



 


 


[Signature
page to follow]


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    




IN WITNESS
WHEREOF, the Parties hereto have executed this Amendment to be effective as of the Effective Date.


 


	 	PREDICTIVE ONCOLOGY INC.	L2 CAPITAL, LLC
	 	 	 	 	 
	 	By: 	/s/ Bob Myers	By: 	/s/ Adam Long
	 	 	Bob Myers	 	Adam Long
	 	 	Chief Financial Officer	 	Managing Partner