Exhibit 10.1


 


 


 





SBAU.S Small Business
AdministrationU.S. Small Business AdministrationNOTESBA Loan #SBA Loan Name:Date:Loan Amount:Interest Rate:Operating Company:
Lender: Webster Bank, National Association1.PROMISETOPAY:InReturnfortheLoan,BorrowerpromisestopaytotheorderofLendertheamountofDollars,interestontheunpaidPrincipalBalance,andallotheramountsrequiredbythisNote.2.DEFINITIONS:(totheextentapplicabletothesubjecttransaction):"Collateral"meansanypropertytakenassecurityforpaymentofthisNoteoranyguaranteeofthisNote."Guarantor"meanseachpersonorentitythatsignsaguaranteeofpaymentofthisNote."Loan"meanstheloanevidencedbythisNote."LoanDocuments"meansthedocumentsrelatedtothisloansignedbyBorrower,anyGuarantor,oranyonewhopledgescollateral."SBA"meanstheSmallBusinessAdministration,anAgencyoftheUnitedStatesofAmerica.Page
1SBAPPP1SBA Form 147 (06/03/02) Version 4.1Paycheck Protection Program.1.0% fixed interest rateBorrower Nameand Address:475085135428938872024/23/20787,200.00$PRECIPIO
INC.4 SCIENCE PARK, NEW HAVEN, CT 06511PRECIPIO INC.Seven Hundred Eighty-Seven Thousand, Two Hundred and No/100COPY VIEW


 











     


     


    

 


 


 





3.PAYMENTTERMS:BorrowermustmakeallpaymentsattheplaceLenderdesignates.ThepaymenttermsforthisNoteare:(3)
(a) Payments and Interest RateBorrower(s) understand it will have a six (6) month repayment deferral period, ("Deferral Period")
which starts on and ends on . Upon expiration of the Deferral Period, Borrowerunderstands and agrees to pay (18) equal monthly
installments of $ . Starting on .Borrowerpaymentsarefirstappliedtointerestandthenprincipalowed.IfBorrowerstillowes any amount
under this Note after making its final payment on , Borrower will pay all ofthose amounts in full on that date, subject to the
forgiveness provision set forth in section (f). The Interest Rate on this Note shall be calculated on an actual / 365 basis on
the unpaid principal balance. Borrower will make its monthly payments to Webster Bank, N.A. P.O. Box 1809 Hartford, CT 06144-1809
ora different place if required by Note Holder. (b)LateFees:Therearenolatechargesforanoverduepayment(s).(c)Prepayment:Borrowermayprepaythisloaninwholeorpartatanytimewithoutpenalty.(d)
THIS NOTE IS NOT SECURED AND THERE IS NO PERSONAL GUARANTEE ASSOCIATEDWITH THIS NOTE. BORROWER CERTIFIES THAT THE LOAN PROCEEDS
SHALL BE USED TOMAINTAIN CERTAIN PAYROLL COSTS, COVERED MORTGAGE INTEREST PAYMENTS, LEASEPAYMENTS, AND UTILITIES. (e) For Borrowers
who currently have any additional loans outstanding with Lender, the Paycheck ProtectionProgram shall not constitute additional
debt under any outstanding credit facility with Lender.(f)LoanForgiveness.Borrowerunderstandsandacknowledgesthat:You will owe
money when your loan is due if you use the loan proceeds for anything other than payroll costs,mortgage interest, rent, and utilities
payments over the 8 weeks following obtaining the loan proceeds. It is anticipated that not more than 25% of the forgiven amount
may be for non-payroll costs. Page 2SBAPPP2SBA Form 147 (06/03/02)Version 4.147508513545/23/202010/23/202044080.3811/23/20204/23/2022COPY
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SBA Form 147 (06/03/02)Version
4.14.DEFAULT:(totheextentapplicabletothesubjecttransaction)BorrowerisindefaultunderthisNoteifBorrowerdoesnotmakeapaymentwhendueunderthisNote,orif
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 an 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; orM. Becomes
the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.5.LENDER'SRIGHTSIFTHEREISADEFAULT:(totheextentapplicabletothesubjecttransaction).
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 judgement;D. Take possession
of any Collateral; orE. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement;
6.LENDER'SGENERALPOWERS:(totheextentapplicabletothesubjecttransaction) 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; andE. Take any action necessary to protect the Collateral or collect amounts owing on this
Note.Page3SBAPPP34750851354COPY VIEW




 






     


     


    

 


 


 





SBA Form 147 (06/03/02)Version
4.17. 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.8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include
the successors of each, and Lender includes its successors and assigns.9.GENERALPROVISIONS:(totheextentapplicabletothesubjecttransaction)
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;ordidnotobtainthefairmarketvalueofCollateralatasale.Page
4SBAPPP44750851354COPY VIEW




 






     


     


    

 


 


 





SBA Form 147 (06/03/02)Version
4.1GivingofNotices:AnynoticethatmustbegiventoBorrowerunderthisNotewillbegivenbydeliveringitorbymailing it by first class mail
addressed to Borrower at the address above. A notice will be delivered or mailed toBorrower at a different address if Borrower
gives the Note Holder a notice of a different address. Any notice thatmust be given to the Note Holder under this Note will be
given by mailing it by first class mail addressed to theNote Holder at the address stated in Section 3 above. A notice will be
mailed to the Note Holder at a differentaddress if Borrower is given a notice of that different address. GOVERNINGLAW:BorrowerunderstandsandagreesthatLenderisanationalbankheadquarteredinConnecticut,
Lender's decision to make (or not make) any Loan to Borrower occurs in Connecticut, and the LoanwillbedisbursedbyLenderfromConnecticut.Consequently,theprovisionsofthisAgreementwillbegovernedby
federal law and (to the extent not preempted by federal law) the laws of the State of Connecticut, withoutregard to conflict of
law rules.ChangestoAgreement:ExceptasotherwiseindicatedinthisAgreement,notermorprovisionofthisAgreementmay be changed unless agreed
to in writing by both Lender and Borrower. CommunicatingwithBorrower:Totheextentpermittedbyapplicablelaw,andwithoutlimitinganyotherrightsyou
may have, Borrower expressly consents and authorizes Lender, and its affiliates or agents, and any subsequentholder or servicer
of the Loan to communicate with it, in connection with the Application or the Loan, and inconnection with all other current or
future loans, using any phone number or email address that Borrower providedin the Application, or using any phone number or email
address that Borrower provides in the future. Lender, andits affiliates or agents, and any subsequent holder or servicer of the
Loan, may communicate with Borrower usingany current or future means of communication, including, but not limited to, automated
telephone dialingequipment, artificial or pre-recorded voice messages, SMS text messages, email directed to me at a mobiletelephone
service, or email otherwise directed to me, for any purpose other than telemarketing communications.BORROWER AUTHORIZES THE USE
OF SUCH MEANS OF COMMUNICATION EVEN IF BORROWERWILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, OR EMAILS.Page
5SBAPPP5Electronic Signatures and Records. If Borrower executed this Agreement using an electronic signature,Borrower intends:
(i) the electronic signature to be an electronic signature under applicable federal and statelaw, (ii) to conduct business with
the Lender using electronic records and electronic signatures. If Borrowerhas signed this Agreement on paper and scanned the signed
Agreement for electronic transmission anddelivery to Lender (via facsimile, electronic mail or otherwise), then Borrower has consented
to the use ofelectronic signatures and records in connection with this Agreement, and the provisions of this paragraphapply. Borrower
agrees that this Agreement, any printout of Lender's electronic record of this Agreement andrelated notices to be an original
document any related document or notice, and any related signature may notbe denied legal effect or enforceability solely because
the record or signature is in electronic form. Anytransfer of the obligations of this Agreement set forth herein will be subject
to Article 9 of the UniformCommercial Code. COMMUNICATIONSUNDERTHEFEDERALBANKRUPTCYCODE.Anycommunicationwithyourequired or permitted
under the Federal Bankruptcy Code must be in writing, must include my account number andmust be sent to Webster Bank, N.A. PO
Box 30, Waterbury CT 06720-0030.Severability.IfanyprovisionofthisAgreementisheldinvalidorunenforceablebyacourthavingjurisdiction,theremaining
provisions of this Agreement shall not be affected, and this Agreement shall be construed as if suchinvalid or unenforceable provisions
had not been included in this Agreement.10.11.12.13.14.15.16.4750851354COPY VIEW




 






     


     


    

 


 


 





SBA Form 147 (06/03/02)Version
4.1By signing below, each individual or entity becomes obligated under this Note as Borrower. By: Name: Title: Date: By: Name:
Title: Date: Page 6SBAPPP64750851354ILAN DANIELI PRECIPIO INC.April 23, 2020CARL IBERGERPRECIPIO INC.April 23, 2020CEO4/23/2020
| 4:00 PM PDT4/23/2020 | 7:29 PM EDTChief Financial OfficerCOPY VIEW