Exhibit
10.1


 


Silicon
Valley Bank


 


U.S.
Small Business


Administration Paycheck Protection Program


 


Note


 


	SBA
    Loan No.	1738617208
	SBA
    Loan Name	Borrower
    Legal Name	 

        Mateon
        Therapeutics, Inc.

	 	DBA	 
	Date	4/21/2020
	Loan
    Amount	$
    250000
	Interest
    Rate	1.0%
    per annum
	Borrower	Mateon
    Therapeutics, Inc.
	Operating
    Company	Not
    applicable
	Lender	Silicon
    Valley Bank


 


	1.	PROMISE
                                         TO PAY.



 


In return for
the Loan, Borrower promises
to pay to
the order of
Lender the amount of $ 250000
Dollars, 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. “CARES Act”
means the Coronavirus Aid, Relief, and Economic Security Act.


 


“
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.


 


“ 
Paycheck Protection Program” means loan program created by Section 1102 of the CARES Act.


 




    	 



    	 



    

 


“
Per Annum” means for a year deemed to be comprised of 360 days.


 


“
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:



 


	A.	Conditions
                                         Precedent to Disbursement of Loan Proceeds.



 


Before
the funding of the Loan, the following conditions must be satisfied:


 


		1.	Lender
                                         has approved the request for the Loan.



 


		2.	Lender
                                         has received approval from SBA to fund the Loan.



 


	B.	No
                                         Payments During Deferral Period. There shall be no payments due by Borrower during
                                         the six- month period beginning on the date of this Note (the “Deferral Period”).
                                         However, during the Deferral Period interest will accrue at the Interest Rate on the
                                         unpaid principal balance computed on the basis of the actual number of days elapsed in
                                         a year of 360 days.
	 	 
	C.	Principal
                                         and Interest Payments. Commencing one month after the expiration of the Deferral
                                         Period, and continuing on the same day of each month thereafter until the Maturity Date,
                                         Borrower shall pay to Lender monthly payments of principal and interest, each in such
                                         equal amount required to fully amortize the principal amount outstanding on the Note
                                         on the last day of the Deferral Period by the Maturity Date.
	 	 
	D.	Maturity
                                         Date. On the date which is twenty-four (24) months from the date of this Note (the
                                         “Maturity Date”), Borrower shall pay to Lender any and all unpaid principal
                                         plus accrued and unpaid interest plus interest accrued during the Deferral Period. This
                                         Note will mature on the Maturity Date.
	 	 
	E.	Not
                                         a Business Day. If any payment is due on a date for which there is no numerical equivalent
                                         in a particular calendar month then it shall be due on the last day of such month. If
                                         any payment is due on a day that is a Saturday, Sunday or any other day on which California
                                         chartered banks are authorized to be closed, the payment will be made on the next business
                                         day.
	 	 
	F.	Payment
                                         Allocation. Payments shall be allocated among principal and interest at the discretion
                                         of Lender unless otherwise agreed or required by applicable law (including the CARES
                                         Act). Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant
                                         to the Paycheck Protection Program under the federal CARES Act, the amount so forgiven
                                         shall be applied to principal.
	 	 
	F.	Prepayments.
                                         Borrower may prepay this Note at any time without payment of any penalty or premium.



 







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	G.	Borrower
Certifications.












 


Borrower
certifies to Lender as follows:


 


	 	1.	Current
    economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower.
	 	 	 
	 	2.	Loan
    funds will be used by Borrower to retain its workers and maintain its payroll or make its mortgage payments, lease payments,
    and utility payments.
	 	 	 
	 	3.	For
    the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower did not receive, and agrees it will not
    apply for or receive, another loan under the Paycheck Protection Program.
	 	 	 
	 	4.	Borrower
    was in operation on February 15, 2020 and (i) had employees for whom it paid salaries and payroll taxes or (ii) paid independent
    contractors as reported on a 1099-Misc.
	 	 	 
	 	5.	Borrower
    has reviewed and understands Sections 1102 and 1106 of the CARES Act and the related guidelines and has completed the Application,
    including Borrower’s eligibility in conformity with those provisions.
	 	 	 
	 	6.	Borrower
    has taken its “affiliates” (as defined by the SBA) into account when determining the number of employees and
    the total amount of loans permitted under the Paycheck Protection Program.
	 	 	 
	 	7.	Borrower
    is a small business concern or is otherwise eligible to receive a covered loan.
	 	 	 
	 	8.	The
    person who has completed and signed the application, this Note and the Loan Documents has been validly authorized by Borrower
    to enter into borrowings on behalf of Borrower.


 


	H.	Agreements.



 


Borrower
understands and agrees, and waives and releases Lender, its affiliates and their respective directors, officers, agents and employees,
as follows:


 


	 	1.	The
    Loan will be made under the SBA’s Paycheck Protection Program. Accordingly, this Note and the other Loan Documents must
    be submitted to and approved by the SBA. There is limited funding available under the Paycheck Protection Program and accordingly,
    all applications submitted will not be approved by the SBA.
	 	 	 
	 	2.	Lender
    is participating in the Payroll Protection Program to help businesses impacted by the economic impact from COVID-19. However,
    Lender anticipates high volumes and there may be processing delays and system failures along with other issues that interfere
    with submission of Borrower’s application to SBA. Lender does not represent or guarantee that it will submit the application
    while SBA funding remains available under the Payroll Protection Program or at all. Borrower hereby agrees that Lender is
    not responsible or liable to Borrower or any of its affiliates (i) if the Lender does not submit Borrower’s application
    to the SBA until after the date that SBA stops approving applications under the Paycheck Protection Program, for any reason
    or (ii) if the application is not processed by Lender. Borrower forever releases and waives any claims against Lender, its
    affiliates and their respective directors, officers, agents and employees concerning failure to obtain the Loan. This release
    and waiver applies to, but is not limited to, any claims concerning Lender’s (i) pace, manner or systems for processing
    or prioritizing applications, or (ii) representations by Lender regarding the application process, the Paycheck Protection
    Program, or availability of funding. This agreement to release and waiver supersedes any prior communications, understandings,
    agreements or communications on the issues set forth herein.


 




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	 	3.	Forgiveness
    of the Loan is only available for principal that is used for the limited purposes that expressly qualify for forgiveness under
    SBA requirements, and that to obtain forgiveness, Borrower must request forgiveness from the Lender, provide documentation
    in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify under
    those requirements. Borrower also understands that Borrower shall remain responsible under the Loan for any amounts not forgiven,
    and that interest payable under the Loan will not be forgiven, but that the SBA may pay the Loan interest on forgiven amounts.
	 	 	 
	 	4.	Forgiveness
    of the Loan is not automatic and Borrower must request forgiveness of the Loan from Lender. Borrower is not relying on Lender
    for its understanding of the requirements for forgiveness such as eligible expenditures, necessary records/documentation,
    or possible reductions due to changes in number of employees or compensation. Borrower agrees that will consult the SBA’s
    program materials and consult with its own counsel regarding the criteria forgiveness.
	 	 	 
	 	5.	The
    Loan Documents are subject to review, and Borrower may not receive the Loan. The Loan also remains subject to availability
    of funds under the SBA’s Payment Protection Program, and to the SBA issuing an SBA loan number.
	 	 	 
	 	6.	Borrower’s
    liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note.
    Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower
    and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA.
	 	 	 
	 	7.	Lender
    reserves the right to modify the Note Amount based on documentation received from Borrower.
	 	 	 
	 	8.	Borrower’s
    execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note
    is duly authorized to do so on behalf of Borrower.
	 	 	 
	 	9.	This
    Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed
    pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any
    existing or future security instrument in favor of Lender shall not include the Loan.


 


	 	10.	The
    proceeds of the Loan will be used to retain workers and maintain payroll or make mortgage interest payments, lease payments,
    and utility payments, as specified under the Paycheck Protection Program Rule. Borrower understands that if the funds are
    knowingly used for unauthorized purposes, the federal government may hold Borrower legally liable, such as for charges of
    fraud.


 




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Electronic
Execution of Loan Documents.


 


The
words “execution,” “signed,” “signature” and words of like import in this Note and any
Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping
systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state
law based on the Uniform Electronic Transactions Act.


 


	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.


 




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	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.


 


	7.	WHEN FEDERAL LAW APPLIES; GOVERNING LAW; FORUM SELECTION.






 


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 includes its successors, and Lender includes its successors and assigns.


 




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	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.
	 	 	 
	 	E.	If
    any part of this Note is unenforceable, all other parts remain in effect.
	 	 	 
	 	F.	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.


 


	4.	STATE-SPECIFIC PROVISIONS:




 


If
the SBA is not the holder, this Note shall be governed by and construed in accordance with the laws of the State of California
where the main office of Lender is located. MATTERS REGARDING INTEREST TO BE CHARGED BY LENDER AND THE EXPORTATION OF INTEREST
SHALL BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTIONS 85 AND 1831(u) AND THE LAW OF THE STATE OF CALIFORNIA.
Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Note may be brought by Lender
in any state or federal court located in the State of California, as Lender in its sole discretion may elect. Borrower submits
to and accepts in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower
waives any claim that the State of California is not a convenient forum or the proper venue for any such suit, action or proceeding.
The extension of credit that is the subject of this Note is being made by Lender in California.


 






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	5.	BORROWER’S NAME(S) AND SIGNATURE(S).




 


BORROWER
CERTIFIES THAT THE INFORMATION PROVIDED IN THIS APPLICATION AND THE INFORMATION PROVIDED IN ALL SUPPORTING DOCUMENTS AND FORMS
IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. BORROWER UNDERSTANDS THAT KNOWINGLY MAKING A FALSE STATEMENT TO OBTAIN A GUARANTEED
LOAN FROM SBA IS PUNISHABLE UNDER THE LAW, INCLUDING UNDER 18 USC 1001 AND 3571 BY IMPRISONMENT OF NOT MORE THAN FIVE YEARS AND/OR
A FINE OF UP TO $250,000; UNDER 15 USC 645 BY IMPRISONMENT OF NOT MORE THAN TWO YEARS AND/OR A FINE OF NOT MORE THAN $5,000; AND,
IF SUBMITTED TO A FEDERALLY INSURED INSTITUTION, UNDER 18 USC 1014 BY IMPRISONMENT OF NOT MORE THAN THIRTY YEARS AND/OR A FINE
OF NOT MORE THAN $1,000,000.


 


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


Funds will be credited to your Deposit


Account
Number ending in:





 


	xxxx
    	 
	BORROWER:
    	 
	 	 
	By:	/s/
    Amit Shah	 
	Name:	Amit
        Shah

        
	 
	Title:	Authorized
    Signer	 
	Date:	4/21/2020

        
	 



 






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