Exhibit 10.1





 


NOTE


 


	SBA Loan #	88220470-01
	SBA Loan Name	SenesTech Inc
	Date	April 15, 2020
	Loan Amount	$645,700.00
	Interest Rate	1.00%
	Borrower	SenesTech Inc
	Operating Company	N/A
	Lender	BMO Harris Bank National Association


 


	1.	PROMISE TO PAY:



 


In return for the Loan, Borrower promises to pay
to the order of Lender the amount of $645,700.00, 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.


 


“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.


 


 


 






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	1.	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 $36,336.73 every month, beginning 7 months from the date of the Note; payments must be made on the same
day as the date of the Note 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.


 





  


 


 



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	1.	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.






 


	2.	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.



 


 


 






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	3.	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.



 


	4.	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.


 


	5.	SUCCESSORS AND ASSIGNS:



 


Under this Note, Borrower and Operating Company
include the successors of each, and Lender includes its successors and assigns.


 


	6.	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.






 


 


 






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	1.	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.


 





 


 


 




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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
theory 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 it.


 


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 theory 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 it.


 


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.


 





 


 


 






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



 


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


 




 


SenesTech Inc


 





	/s/ T.C. Chesterman	 	April 15, 2020
	Signature of Authorized Representative of Borrower/Borrower	 	Date
	 	 	 
	T.C. Chesterman	 	EVP and CFO
	Name of Authorized Representative of Borrower	 	Title



 


 


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 





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