Exhibit 10.1


 





Da t e : 4/2 Bo rr o w er : PR No t e A m ount: $5 Loan No.: 80 Application  No.: 25 “Borrower” means Page  1 of 7 Park  State Bank “CARES Act”  means  collectively,  the Coronavirus Aid,  Relief, and  Economic Security   Act  along with  any  applicable regulations. “Deferral  Period” means the  six  (6) month  period beginning  on the date of this  Note.   “Lender”  means  Park State Bank “Loan”  means the loan  evidenced  by  this Note. “Maturity Date” means twenty - four  (24) months from the  date  of this  Note. “Note  Amount” means the  amount set forth  above  under  the heading  “Note Amount”.   “Note Rate” means an interest rate of one percent (1%) per annum and interest shall accrue on the  unpaid principal balance computed  on the  basis  of the  actual  number of  days elapsed  in a   year  of 365 days. “Parties”  means  Borrower and Lender, collectively. “PPP” means  the  Paycheck Protection Program  as  set forth  in the CARES Act. “SBA”  means the Small  Business Administration, an Agency  of the  United  States of   America. 3. CONDITIONS PRECEDENT  TO  FUNDING  OF LOAN . Before  the funding  of  the  Loan,  the following conditions must be satisfied: A. Lender has approved  the  request  for the Loan. PREDICTIVE ONCOLOGY INC. Paycheck Protection Program Promissory Note 0/2020 EDICTIVE ONCOLOGY INC. 41,867.00 00211 113572 - 02 1. PROMISE  TO  PAY . Borrower  promises to  pay  to the order of  Lender  the Note Amount,  plus interest  on the   unpaid principal  balance  at  the Note  Rate, and all  other  amounts required  by  this Note. 2. DEFINITIONS .



     


     


    



Page  2 of 7 Park  State Bank 4. B. Lender has received approval from SBA  to  fund  the Loan. PAYMENT TERMS . Borrower will  pay  this Note  as follows: A. No Payments During Deferral Period . There shall be no payments due by Borrower during the Deferral Period . B. 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 . C. Maturity Date . On 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 . D. Payments . 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 not a Business Day, the payment will be made on the next Business Day . The term “Business Day” means a day other than a Saturday, Sunday or any other day on which Lender is authorized to be closed . E. Payment Allocation . Payments shall be allocated among principal and interest at the discretion of Lender unless otherwise agreed or required by applicable law . Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount so forgiven shall be applied to principal . F. Pre - Payment . Borrower may prepay this Note at any time without payment of any premium . 5. CERTIFICATIONS .   Borrower certifies as follows: A. Current economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower . B. Loan funds will be used to retain workers and maintain payroll or make mortgage payments, lease payments, utility payments and other qualified payments pursuant to the terms of the PPP . C. During the period beginning on February 15 , 2020 and ending on December 31 , 2020 , Borrower has not and will not receive another loan under the PPP .



     


     


    



Page  3 of 7 Park  State Bank D . 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 an IRS Form 1099 - Misc . 6. AGREEMENTS . Borrower understands  and  agrees, and waives and releases Lender,  as follows: A. The Loan will be made under the PPP . Accordingly, it must be submitted to and approved by the SBA . There is limited funding available under the PPP and so all applications submitted will not be approved by the SBA . The Loan contemplated hereby may not be approved by the SBA . B. Lender is participating in the emergency Paycheck Protection Program (PPP) created by the CARES Act to help businesses affected by the COVID - 19 pandemic . However, Lender anticipates a high volume of applications for PPP loans, and there may be processing delays and system failures, along with other issues, that interfere with or otherwise prevent our submission of your application to the SBA . Lender does not represent or guarantee that it will submit your application before SBA funding is no longer available, or at all . You agree to forever release and waive any claims against Lender concerning failure to obtain the Loan, and you agree that Lender is not, and will not be, responsible or liable to you for any such claims, including, but not limited, to any claims concerning : (i) applications that are not submitted to the SBA until after the SBA stops approving applications, (ii) applications that are not processed or funded by the SBA, (iii) Lender’s pace, manner or systems for processing or prioritizing applications, or (iv) representations made or alleged to have been made by Lender regarding the application process, the PPP, or availability of funding thereunder . You hereby acknowledge that this release and waiver applies to both existing claims and future claims that may arise in connection with your PPP application . You further agree that this release and waiver supersedes any communications, understandings and agreements by or between the Parties with regard to any of the issues set forth herein . C. Forgiveness of the Loan is only available for principal that is used for the limited purposes that qualify for forgiveness under the PPP and SBA requirements thereunder, and that to obtain forgiveness, Borrower must request it and must provide documentation in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify under the applicable requirements . Borrower also understand 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 . D. Forgiveness is not automatic and Borrower must request it as discussed above . Borrower is not relying on Lender for its understanding of the requirements for forgiveness of Loan amounts, including but not limited to, Borrower’s understanding of eligible expenditures, necessary records/documentation, or possible reductions in forgivable amounts under the Loan due to changes in number of employees or compensation . Rather Borrower will consult the SBA’s PPP materials and requirements and its own advisors with regard to such matters .



     


     


    



Page  4 of 7 Park  State Bank E . The application for this Loan is subject to review and Borrower understands that it may not receive the Loan . The Loan also remains subject to availability of funds under the PPP and SBA’s approval and issuance of an SBA loan number for the Loan . 7. DEFAULT . Borrower is  in  default under  this Note if Borrower: A. Fails to make a payment when due under the Note or otherwise fails to comply with any provision of this Note . B. Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA . C. Makes, or anyone acting on its behalf makes, a materially false or misleading representation, attestation or certification to Lender or SBA in connection with Borrower’s request for this Loan under the PPP, or makes a false certification under Section 5 of this Note . D. Fails  to comply with all of the  provisions  of this Note. E. Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or liquidator appointed for any part of its business or property, or makes an assignment for the benefit of creditors . F. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent . G. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note . 8. LENDER'S RIGHTS  IF  THERE  IS A DEFAULT . 9. 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 Borrower. C. File  suit and  obtain  judgment. LENDER'S GENERAL POWERS . Without notice or Borrower's consent, Lender may incur expenses to collect amounts due under this Note and enforce the terms of this Note . Among other things, such expenses may include 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 of the Loan .



     


     


    



Page  5 of 7 Park  State Bank 10. JURY WAIVER; GOVERNING  LAW  AND VENUE;  WHEN  FEDERAL  LAW   APPLIES . BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, SUIT OR PROCEEDINGS (A) ARISING UNDER THIS NOTE OR (B) IN ANY WAY CONNECTED WITH OR RELATED TO OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS NOTE OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE . BORROWER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, SUIT OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL, WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY . When SBA is the holder, this Note shall 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 such purposes . By using such procedures, SBA and Lender do 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 or Lender any local or state law to deny any obligation, defeat any claim of SBA or Lender, or preempt federal law . If the SBA is not the holder, this Note shall be governed by and construed in accordance with the laws of the State of Minnesota 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 SECTIONS 85 AND 1831 u) OF TITLE 12 OF THE UNITED STATES CODE AND THE LAW OF THE STATE OF MINNESOTA . 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 Minnesota, 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 Minnesota 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 Minnesota . 11. SUCCESSORS AND ASSIGNS . Under this Note, Borrower includes its successors, and Lender includes its successors and assigns .



     


     


    



Page  6 of 7 Park  State Bank 12. GENERAL PROVISIONS . A. Borrower  must  sign all documents  necessary  at  any time to comply with the Loan. B. 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 . C. This Note shall not be governed by any existing or future credit agreement or loan agreement Borrower may have with Lender . The liabilities of Borrower guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note . The liabilities of Borrower secured by any existing or future security instrument in favor Lender shall not include this Note . 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 such rights . 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 shall 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 . H. Borrower's liability under this Note will continue with respect to any amounts SBA may pay Lender based on an SBA guarantee of this Note . Any agreement with Lender under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Lender under such an agreement, SBA or Lender may then seek recovery from Borrower of amounts paid by SBA with respect to the Loan and this Note . I. Lender reserves the right to modify the Note Amount based on documentation received from Borrower . 13. ELECTRONIC SIGNATURES . Borrower’s electronic signature shall have the same force and effect as an original signature and shall be deemed (i) to be “written” or “in writing” or an “electronic record”, (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files . Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form . [Remainder  of page  intentionally blank]



     


     


    



Park  State Bank Signature Page to Paycheck Protection Program Promissory Note Page  7  of 7 By : Name : Title : Date : By: Name:  Bob Myers Title:   Bob Myers Date  : 04 - 20 - 2020



     


     


    



Account Agreement Date: Date Date Wolters  Kluwer  Financial  Services  - 2015 Date Date MP - SC - C1 2/27/2015 Page  1 of  1 Multipurpose  Signature Card Bankers Systems * VMP , The  undersigned certify the accuracy  of  the information  provided.  The  undersigned  also  authorize  financial  institution to   investigate  credit  and employment  history  and to obtain  reports  from  consumer  reporting  agencies on them as  individuals.   Except  as  otherwise  provided  by  law  or  other documents,  each  of the undersigned  is  authorized to  make  withdrawals,   provided the  required  number of signatures is  satisfied. The  undersigned  personally,  and  as  or  on behalf  of the  account   owner(s), agree to the terms, and acknowledge receiving copies, of this document and the following: Account Disclosure (Truth  In  Savings),  Common  Features  (fees, etc),  Terms  &  Conditions (including  Electronic Disclosures and   Notices),  Electronic  Fund  Transfers,  Funds  Availability,  Substitute Checks 04 - 20 - 2020 Financial Institution Account  Title  & Address Park  State Bank 1108  Nicollet  Mall,  Suite 210 Minneapolis,  MN 55403 612 - 238 - 0430 By: betsyd PREDICTIVE ONCOLOGY INC. 2915 COMMERS DRIVE SUITE 900   SAINT PAUL, MN 55121 l X  New Agreement  l  Replaces  Previous Agreement(s) Account  Number,  Type,  Initial  Amount, Source Ownership  of Account(s)  PSB  SBA  PPP Checking Additional  Services Requested Beneficiary Information Backup Withholding Certifications (If not a  "U.S.  Person,"  certify foreign  status separately.) Taxpayer  Identification  Number  (TIN):  33 - 1007393 l X  The  Taxpayer  Identification  Number  shown  is  my  correct TIN. l X  I  am  not subject  to  backup  withholding  either  because  I  have  not  been   notified  that  I  am  subject  to  backup  withholding  as  a  result  of  failure  to  report   all  interest  or  dividends,  or  the Internal  Revenue  Service  has  notified  me  that  I   am  no  longer  subject  to  backup withholding. l EXEMPT:  I  am  an  exempt  recipient  under  the  Internal  Revenue  Service   Regulations.  Exempt  Payee  Code  (if any)  FATCA Code:  The  FATCA  code  entered  on  this  form  (if  any)  indicating  that  I am exempt  from  FATCA  reporting  is correct. I  certify  under  penalties  of  perjury  the  statements  made  in  this  section   are true  and  that  I  am  a  U.S. citizen  or  other U.S.  person  (as  defined  in   the instructions). 04 - 20 - 2020 (Date) Signer  Designation (Non - Owner) (Financial Institution policy  may  require  separate documentation   as needed to demonstrate authority to sign or do transactions.) Other Terms Required Number  of Signatures  for  Withdrawal: 1 Signature(s) Bob Myers



     


     


    



Certification  Regarding  Internet  Gambling   Wolters Kluwer  Financial  Services  - 2009 Bankers  Systems * CRIG 7/14/2009 Page  1  of 1 Bob Myers Certification  Regarding  Internet Gambling The  business  entity identified  below  certifies  that  it  does not  engage  in  an  Internet  gambling business   within the  meaning  of  Federal  Reserve Regulation GG. Business Entity PREDICTIVE ONCOLOGY INC. 04 - 20 - 2020 Date



     


     


    



Financial Institution Name: Park State Bank Financial Institution Location: Minneapolis, MN Account Number: Financial Institution Contact Person: Contact  Phone Number: CIF Key/TIN: CERT - BEN  10/1/2017 Page  2  of 4 Certification  of  Beneficial  Owners  of  Legal Entities I. GENERAL  INSTRUCTIONS   What  is  this form? To  help  the  government  fight  financial  crime,  Federal  regulation requires  certain  financial  institutions to  obtain,  verify,   and  record  information  about  the  beneficial  owners  of  legal  entity  customers.  Legal  entities  can  be  abused  to  disguise   involvement  in  terrorist  financing,  money  laundering,  tax  evasion,  corruption,  fraud,  and  other  financial crimes. Requiring  the  disclosure  of  key  individuals  who  own  or  control  a  legal  entity  (i.e.,  the  beneficial  owners)  helps  law   enforcement  investigate  and  prosecute  these crimes. Who  has  to  complete  this form? This  form  must  be  completed  by  the  person  opening  a  new  account  on  behalf  of  a  legal  entity  with  any  of the following  U.S.  financial  institutions:  (i)  a  bank  or  credit  union;  (ii)  a  broker  or  dealer  in  securities;  (iii)  a  mutual fund; (iv) a  futures commission  merchant;  or  (v)  an  introducing  broker  in commodities. For  the  purposes  of  this  form,  a  legal  entity  includes  a  corporation,  limited  liability  company,  or  other  entity  that  is   created  by  a  filing  of  a  public  document  with  a  Secretary  of  State  or  similar  office,  a  general partnership,  and  any   similar  business  entity  formed  in  the  United States  or  a  foreign country.  Legal entity  does  not  include  sole   proprietorships,  unincorporated  associations, or  natural  persons  opening accounts  on  their own behalf. What  information  do  I  have  to provide? This  form requires  you  to  provide  the  name,  address,  date  of  birth  and  Social  Security  number  (or  passport  number  or   other  similar information,  in  the  case  of Non - U.S.  persons)  for  the  following  individuals  ( i.e. ,  the  beneficial owners ): (i) Each  individual,  if  any,  who  owns,  directly  or  indirectly,  25  percent  or  more  of  the  equity  interests  of   the  legal  entity  customer  ( e.g. ,  each  natural  person  that  owns  25  percent  or  more  of  the  shares  of  a   corporation); and (ii) An individual with significant responsibility for managing the legal entity customer ( e . g . , a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer) . The  number  of  individuals  that  satisfy  this  definition  of  "beneficial  owner"  may  vary.  Under  section  (i),  depending  on   the  factual circumstances,  up  to  four  individuals  (but  as  few  as  zero)  may  need  to be  identified.  Regardless  of  the   number  of  individuals identified  under  section  (i),  you  must  provide  the  identifying  information  of  one  individual  under   section  (ii).  It  is  possible  that  in  some  circumstances  the  same  individual  might  be  identified  under  both  sections  ( e.g. ,   the  President  of  Acme,  Inc.  who  also  holds  a  30%  equity  interest).  Thus,  a  completed  form  will  contain  the  identifying   information of at least one individual (under section (ii)), and up to five individuals ( i.e. , one individual under section (ii)  and  four  25  percent  equity  holders  under  section  (i)).  The  financial  institution  may  also  ask  to  see  a  copy  of  a   driver's  license or  other  identifying  document  for  each  beneficial owner  listed  on  this  form.



     


     


    



l  If  checked,  Beneficial Owner  listing  requirement  is  Not Applicable II.  CERTIFICATION  OF  BENEFICIAL OWNER(S) Persons opening  an  account  on behalf  of  a legal  entity must provide the  following information: Provide  the  following  information  for  each  individual,  if  any, who,  directly  or  indirectly,  through any  contract,   arrangement, understanding, relationship or  otherwise,  owns  25  percent  or  more  of  the equity interests  of  the   legal  entity  listed above: Name  of  Natural  Person Opening Account: Bob Myers Title  of  Natural  Person Opening Account: Chief Financial Officer Type of Legal Entity for Which the Account is Being Opened: Corporation Legal Entity Identifier (Optional): 33 - 1007393 Name of Legal Entity for Which the Account is Being Opened: Predictive Oncology Inc. Physical Address of Legal Entity for Which the Account is Being Opened: 2915 Commers Drive, Suite 900, Eagan, MN 55121 CERT - BEN  10/1/2017 Page  3  of 4 Name   (Beneficial Owner) Date  of   Birth Address  (Residential  or   Business  Street Address) For U.S. P e r s on s :   Social   S ec u r ity   Number For  Non - U.S.  Persons:   Social  Security   Number,  Passport   Number  and  country   of  issuance,  or  other   similar  identification   number 1 First Robert 12/18/1954 Street 8070 Upper 146th Street West City   Apple Valley State   &  Zip    MN 55124 Number Last Country  of Issuance Myers l c h ec k i f o w n s 25 % o r m o r e e qu it y i n t e r es t First Last l c h ec k i f o w n s 25 % o r m o r e e qu it y i n t e r es t Street City State  & Zip Number Country  of Issuance First Last l c h ec k i f o w n s 25 % o r m o r e e qu it y i n t e r es t Street City State  & Zip Number Country  of Issuance First Last l c h ec k i f o w n s 25 % o r m o r e e qu it y i n t e r es t Street City State  & Zip Number Country  of Issuance



     


     


    



I, (name  of  natural person  opening  account) , hereby D a t e : Signature:  Provide  the  following  information  for  one individual  with significant responsibility  for  managing the  legal  entity   listed  above,  such as: ◆ An  executive  officer  or senior  manager  (e.g.,  Chief  Executive  Officer,  Chief Financial Officer,   Chief  Operating  Officer,  Managing  Member,  General  Partner, President,  Vice  President,   Treasurer); or ◆ Any other individual who regularly performs similar functions. (If appropriate, an individual listed under the ownership section above may also be listed in the section below). 1  In  lieu  of  a  passport  number,  Non - U.S.  Persons  may  also provide  a  Social  Security  Number,  an  alien identification card number,  or  number  and  country  of   issuance  of  any  other government - issued  document  evidencing  nationality  or  residence  and  bearing  a  photograph  or  similar safeguard. certify,  to the best  of  my  knowledge,  that the  information  provided  above  is  complete and  correct.   I  also  agree to  notify  the bank  if  there  is  any change to the  beneficial  ownership information. Name/Title   (of  Person   with Control) Date  of   Birth Address  (Residential  or  Business   Street Address) For U.S. P e r s on s :   Social   S ec u r ity   Number For  Non - U.S.  Persons:   Social  Security   Number,  Passport   Number  and  country   of  issuance,  or  other   similar  identification   number 1 First Bob Last  Myers Title Myers 12/18/1954 Street  8070 Upper 146th Street West City Apple Valley State  &  Zip  MN 55124  Number Country  of Issuance CERT - BEN  10/1/2017 Page  4  of 4 04 - 20 - 2020 Bob Myers



     


     


    



Form  W - 9   (Rev.  October  2018)   Department  of  the Treasury   Internal  Revenue Service Request  for  Taxpayer   Identification  Number  and Certification a Go  to  www.irs.gov/FormW9  for  instructions  and  the  latest  information. Give  Form  to the   requester.  Do not   send  to the IRS. Print  or type. See  Specific Instructions  on  page 3. 3  Check appropriate  box  for  federal  tax classification  of  the person whose  name is  entered  on  line  1.  Check  only  one  of  the   following  seven  boxes. Individual/sole  proprietor or   single - member LLC C Corporation S Corporation Partnership Trust/estate Limited  liability  company.  Enter  the  tax classification  (C=C  corporation,  S=S  corporation,  P=Partnership) a Note:  Check  the  appropriate  box  in  the  line  above  for  the  tax classification  of  the  single - member  owner.  Do  not check   LLC  if  the  LLC is  classified  as  a  single - member  LLC  that  is  disregarded  from  the owner  unless  the owner  of  the  LLC is   another  LLC  that  is  not  disregarded  from  the owner  for  U.S. federal  tax purposes.  Otherwise,  a  single - member  LLC  that   is  disregarded  from  the owner  should  check  the  appropriate  box  for  the  tax classification  of  its owner. Other  (see  instructions) a 4 Exemptions (codes apply only to certain entities, not individuals ; see instructions on page 3 ) : Exempt  payee  code  (if any) Exemption  from  FATCA  reporting   code  (if  any) (Applies  to  accounts  maintained  outside the U.S.) Requester’s  name  and address (optional) Part  I Taxpayer  Identification  Number (TIN) Enter  your  TIN  in  the  appropriate  box.  The TIN  provided must match  the  name given  on  line 1  to  avoid   backup  withholding.  For  individuals,  this  is generally  your social  security number  (SSN).  However,  for  a   resident  alien,  sole  proprietor, or disregarded entity,  see  the  instructions for  Part  I,  later.  For  other   entities,  it  is  your employer  identification number  (EIN).  If  you  do  not  have  a  number,  see  How  to  get a TIN, later. Note:  If  the  account  is in  more than  one name,  see  the  instructions for  line  1.  Also  see  What  Name  and   Number  To  Give  the  Requester  for  guidelines  on whose number  to enter. Social security number – – or Employer identification number Part  II Certification Under penalties  of  perjury,  I  certify that: 1. The  number shown on this  form  is  my  correct  taxpayer  identification number  (or  I  am  waiting for  a  number  to  be  issued  to  me); and 2. I  am  not subject  to  backup withholding  because:  (a)  I  am  exempt  from backup  withholding, or  (b)  I  have  not  been  notified  by  the  Internal  Revenue   Service  (IRS)  that  I  am  subject  to  backup withholding  as  a  result  of  a  failure  to  report  all  interest  or dividends, or  (c)  the  IRS  has  notified  me  that  I  am   no  longer  subject  to  backup  withholding; and 3. I  am  a  U.S.  citizen  or other  U.S.  person  (defined below); and 4. The  FATCA  code(s)  entered  on this  form  (if  any)  indicating  that  I  am  exempt  from  FATCA  reporting  is correct. Certification  instructions.  You  must cross  out  item  2  above  if  you  have  been  notified by  the  IRS  that  you  are  currently  subject  to  backup withholding  because   you  have  failed  to  report  all  interest  and  dividends  on your  tax  return.  For real  estate  transactions, item  2  does  not  apply.  For  mortgage interest  paid,   acquisition  or  abandonment  of  secured  property,  cancellation  of debt,  contributions  to  an  individual  retirement  arrangement  (IRA),  and  generally,  payments   other  than  interest  and  dividends,  you  are  not  required  to  sign the  certification,  but  you  must provide  your  correct  TIN.  See  the  instructions for  Part  II, later. Sign   Here Signature of U.S.  person a General Instructions Section  references  are  to  the  Internal  Revenue  Code  unless  otherwise   noted. Future developments .  For  the latest  information  about  developments   related  to  Form  W - 9  and  its instructions, such  as  legislation  enacted   after they  were  published,  go  to www.irs.gov/FormW9. Purpose  of  Form An  individual  or entity  (Form  W - 9  requester)  who  is  required  to  file  an   information  return  with  the  IRS  must  obtain  your  correct  taxpayer   identification number  (TIN)  which  may  be  your social  security number   (SSN),  individual taxpayer  identification number  (ITIN),  adoption   taxpayer  identification number  (ATIN),  or  employer  identification number   (EIN),  to  report on  an  information  return the  amount  paid  to  you,  or  other  amount reportable on  an  information  return.  Examples  of  information   returns  include,  but  are  not  limited  to,  the following. • Form 1099 - INT  (interest earned  or paid) Cat. No. 10231X • Form  1099 - DIV  (dividends,  including those  from stocks  or mutual   funds) • Form 1099 - MISC  (various  types  of  income,  prizes,  awards,  or gross   proceeds) • Form  1099 - B  (stock  or mutual  fund  sales  and certain  other   transactions  by brokers) • Form 1099 - S (proceeds  from  real  estate transactions) • Form  1099 - K  (merchant  card  and  third  party  network transactions) • Form  1098  (home  mortgage  interest), 1098 - E  (student  loan interest),   1098 - T (tuition) • Form  1099 - C  (canceled debt) • Form  1099 - A (acquisition or abandonment  of  secured property) Use  Form  W - 9  only  if  you  are  a  U.S.  person (including  a  resident   alien),  to  provide  your  correct TIN. If you  do  not  return Form  W - 9  to  the  requester  with  a  TIN,  you  might   be subject  to  backup withholding.  See  What  is  backup  withholding,   later. Form  W - 9 (Rev.  10 - 2018) 3 3 – 1 0  0  7 3 9 3 1 Name  (as  shown on  your  income tax  return). Name is  required  on this  line;  do  not  leave  this  line blank. Predictive Oncology Inc. 2 Business  name/disregarded  entity  name,  if different from above 5 Address  (number,  street, and  apt. or  suite  no.)  See instructions. 2915 Commers Drive, Suite 900 6 City,  state, and  ZIP  code Eagan, MN 55124 7  List  account  number(s) here (optional) Date  a 04 - 20 - 2020



     


     


    



Form  W - 9   (Rev.  October  2018)   Department  of  the Treasury   Internal  Revenue Service Request  for  Taxpayer   Identification  Number  and Certification a Go  to  www.irs.gov/FormW9  for  instructions  and  the  latest  information. Give  Form  to the   requester.  Do not   send  to the IRS. Print  or type. See  Specific Instructions  on  page 3. 3  Check appropriate  box  for  federal  tax classification  of  the person whose  name is  entered  on  line  1.  Check  only  one  of  the   following  seven  boxes. Individual/sole  proprietor or   single - member LLC C Corporation S Corporation Partnership Trust/estate Limited  liability  company.  Enter  the  tax classification  (C=C  corporation,  S=S  corporation,  P=Partnership) a Note:  Check  the  appropriate  box  in  the  line  above  for  the  tax classification  of  the  single - member  owner.  Do  not check   LLC  if  the  LLC is  classified  as  a  single - member  LLC  that  is  disregarded  from  the owner  unless  the owner  of  the  LLC is   another  LLC  that  is  not  disregarded  from  the owner  for  U.S. federal  tax purposes.  Otherwise,  a  single - member  LLC  that   is  disregarded  from  the owner  should  check  the  appropriate  box  for  the  tax classification  of  its owner. Other  (see  instructions) a 4 Exemptions (codes apply only to certain entities, not individuals ; see instructions on page 3 ) : Exempt  payee  code  (if any) Exemption  from  FATCA  reporting   code  (if  any) (Applies  to  accounts  maintained  outside the U.S.) Requester’s  name  and address (optional) Part  I Taxpayer  Identification  Number (TIN) Enter  your  TIN  in  the  appropriate  box.  The TIN  provided must match  the  name given  on  line 1  to  avoid   backup  withholding.  For  individuals,  this  is generally  your social  security number  (SSN).  However,  for  a   resident  alien,  sole  proprietor, or disregarded entity,  see  the  instructions for  Part  I,  later.  For  other   entities,  it  is  your employer  identification number  (EIN).  If  you  do  not  have  a  number,  see  How  to  get a TIN, later. Note:  If  the  account  is in  more than  one name,  see  the  instructions for  line  1.  Also  see  What  Name  and   Number  To  Give  the  Requester  for  guidelines  on whose number  to enter. – Employer identification number – Part  II Certification Under penalties  of  perjury,  I  certify that: 1. The  number shown on this  form  is  my  correct  taxpayer  identification number  (or  I  am  waiting for  a  number  to  be  issued  to  me); and 2. I  am  not subject  to  backup withholding  because:  (a)  I  am  exempt  from backup  withholding, or  (b)  I  have  not  been  notified  by  the  Internal  Revenue   Service  (IRS)  that  I  am  subject  to  backup withholding  as  a  result  of  a  failure  to  report  all  interest  or dividends, or  (c)  the  IRS  has  notified  me  that  I  am   no  longer  subject  to  backup  withholding; and 3. I  am  a  U.S.  citizen  or other  U.S.  person  (defined below); and 4. The  FATCA  code(s)  entered  on this  form  (if  any)  indicating  that  I  am  exempt  from  FATCA  reporting  is correct. Certification  instructions.  You  must cross  out  item  2  above  if  you  have  been  notified by  the  IRS  that  you  are  currently  subject  to  backup withholding  because   you  have  failed  to  report  all  interest  and  dividends  on your  tax  return.  For real  estate  transactions, item  2  does  not  apply.  For  mortgage interest  paid,   acquisition  or  abandonment  of  secured  property,  cancellation  of debt,  contributions  to  an  individual  retirement  arrangement  (IRA),  and  generally,  payments   other  than  interest  and  dividends,  you  are  not  required  to  sign the  certification,  but  you  must provide  your  correct  TIN.  See  the  instructions for  Part  II, later. Sign   Here Signature of U.S.  person a General Instructions Section  references  are  to  the  Internal  Revenue  Code  unless  otherwise   noted. Future developments .  For  the latest  information  about  developments   related  to  Form  W - 9  and  its instructions, such  as  legislation  enacted   after they  were  published,  go  to www.irs.gov/FormW9. Purpose  of  Form An  individual  or entity  (Form  W - 9  requester)  who  is  required  to  file  an   information  return  with  the  IRS  must  obtain  your  correct  taxpayer   identification number  (TIN)  which  may  be  your social  security number   (SSN),  individual taxpayer  identification number  (ITIN),  adoption   taxpayer  identification number  (ATIN),  or  employer  identification number   (EIN),  to  report on  an  information  return the  amount  paid  to  you,  or  other  amount reportable on  an  information  return.  Examples  of  information   returns  include,  but  are  not  limited  to,  the following. • Form 1099 - INT  (interest earned  or paid) Cat. No. 10231X • Form  1099 - DIV  (dividends,  including those  from stocks  or mutual   funds) • Form 1099 - MISC  (various  types  of  income,  prizes,  awards,  or gross   proceeds) • Form  1099 - B  (stock  or mutual  fund  sales  and certain  other   transactions  by brokers) • Form 1099 - S (proceeds  from  real  estate transactions) • Form  1099 - K  (merchant  card  and  third  party  network transactions) • Form  1098  (home  mortgage  interest), 1098 - E  (student  loan interest),   1098 - T (tuition) • Form  1099 - C  (canceled debt) • Form  1099 - A (acquisition or abandonment  of  secured property) Use  Form  W - 9  only  if  you  are  a  U.S.  person (including  a  resident   alien),  to  provide  your  correct TIN. If you  do  not  return Form  W - 9  to  the  requester  with  a  TIN,  you  might   be subject  to  backup withholding.  See  What  is  backup  withholding,   later. Form  W - 9 (Rev.  10 - 2018) 1 Name  (as  shown on  your  income tax  return). Name is  required  on this  line;  do  not  leave  this  line blank. Robert Myers 2 Business  name/disregarded  entity  name,  if different from above 5 Address  (number,  street, and  apt. or  suite  no.)  See instructions. 8070 Upper 146th Street West 6 City,  state, and  ZIP  code Apple Valley, MN 55124 7  List  account  number(s) here (optional) Social security number  Date  a 04 - 20 - 2020



     


     


    



Form  W - 9   (Rev.  October  2018)   Department  of  the Treasury   Internal  Revenue Service Request  for  Taxpayer   Identification  Number  and Certification a Go  to  www.irs.gov/FormW9  for  instructions  and  the  latest  information. Give  Form  to the   requester.  Do not   send  to the IRS. Print  or type. See  Specific Instructions  on  page 3. 1 Name  (as  shown on  your  income tax  return). Name is  required  on this  line;  do  not  leave  this  line blank. 2 Business  name/disregarded  entity  name,  if different from above 3  Check appropriate  box  for  federal  tax classification  of  the person whose  name is  entered  on  line  1.  Check  only  one  of  the   following  seven  boxes. Individual/sole  proprietor or   single - member LLC C Corporation S Corporation Partnership Trust/estate Limited  liability  company.  Enter  the  tax classification  (C=C  corporation,  S=S  corporation,  P=Partnership) a Note:  Check  the  appropriate  box  in  the  line  above  for  the  tax classification  of  the  single - member  owner.  Do  not check   LLC  if  the  LLC is  classified  as  a  single - member  LLC  that  is  disregarded  from  the owner  unless  the owner  of  the  LLC is   another  LLC  that  is  not  disregarded  from  the owner  for  U.S. federal  tax purposes.  Otherwise,  a  single - member  LLC  that   is  disregarded  from  the owner  should  check  the  appropriate  box  for  the  tax classification  of  its owner. Other  (see  instructions) a 4 Exemptions (codes apply only to certain entities, not individuals ; see instructions on page 3 ) : Exempt  payee  code  (if any) Exemption  from  FATCA  reporting   code  (if  any) (Applies  to  accounts  maintained  outside the U.S.) 5 Address  (number,  street, and  apt. or  suite  no.) See instructions. Requester’s  name  and address (optional) 6 City,  state, and  ZIP  code 7 List  account  number(s) here  (optional) Part  I Taxpayer  Identification  Number  (TIN) Enter  your  TIN  in  the  appropriate  box.  The TIN  provided must match  the  name given  on  line 1  to  avoid   backup  withholding.  For  individuals,  this  is generally  your social  security number  (SSN).  However,  for  a   resident  alien,  sole  proprietor, or disregarded entity,  see  the  instructions for  Part  I,  later.  For  other   entities,  it  is  your employer  identification number  (EIN).  If  you  do  not  have  a  number,  see  How  to  get a TIN, later. Note:  If  the  account  is in  more than  one name,  see  the  instructions for  line  1.  Also  see  What  Name  and   Number  To  Give  the  Requester  for  guidelines  on whose number  to enter. Social security number – – or Employer identification number – Part  II Certification Under penalties  of  perjury,  I  certify that: 1. The  number shown on this  form  is  my  correct  taxpayer  identification number  (or  I  am  waiting for  a  number  to  be  issued  to  me); and 2. I  am  not subject  to  backup withholding  because:  (a)  I  am  exempt  from backup  withholding, or  (b)  I  have  not  been  notified  by  the  Internal  Revenue   Service  (IRS)  that  I  am  subject  to  backup withholding  as  a  result  of  a  failure  to  report  all  interest  or dividends, or  (c)  the  IRS  has  notified  me  that  I  am   no  longer  subject  to  backup  withholding; and 3. I  am  a  U.S.  citizen  or other  U.S.  person  (defined below); and 4. The  FATCA  code(s)  entered  on this  form  (if  any)  indicating  that  I  am  exempt  from  FATCA  reporting  is correct. Certification  instructions.  You  must cross  out  item  2  above  if  you  have  been  notified by  the  IRS  that  you  are  currently  subject  to  backup withholding  because   you  have  failed  to  report  all  interest  and  dividends  on your  tax  return.  For real  estate  transactions, item  2  does  not  apply.  For  mortgage interest  paid,   acquisition  or  abandonment  of  secured  property,  cancellation  of debt,  contributions  to  an  individual  retirement  arrangement  (IRA),  and  generally,  payments   other  than  interest  and  dividends,  you  are  not  required  to  sign the  certification,  but  you  must provide  your  correct  TIN.  See  the  instructions for  Part  II, later. Sign   Here Signature of U.S.  person a Date a General Instructions Section  references  are  to  the  Internal  Revenue  Code  unless  otherwise   noted. Future developments .  For  the latest  information  about  developments   related  to  Form  W - 9  and  its instructions, such  as  legislation  enacted   after they  were  published,  go  to www.irs.gov/FormW9. Purpose  of  Form An  individual  or entity  (Form  W - 9  requester)  who  is  required  to  file  an   information  return  with  the  IRS  must  obtain  your  correct  taxpayer   identification number  (TIN)  which  may  be  your social  security number   (SSN),  individual taxpayer  identification number  (ITIN),  adoption   taxpayer  identification number  (ATIN),  or  employer  identification number   (EIN),  to  report on  an  information  return the  amount  paid  to  you,  or  other  amount reportable on  an  information  return.  Examples  of  information   returns  include,  but  are  not  limited  to,  the following. • Form 1099 - INT  (interest earned  or paid) Cat. No. 10231X • Form  1099 - DIV  (dividends,  including those  from stocks  or mutual   funds) • Form 1099 - MISC  (various  types  of  income,  prizes,  awards,  or gross   proceeds) • Form  1099 - B  (stock  or mutual  fund  sales  and certain  other   transactions  by brokers) • Form 1099 - S (proceeds  from  real  estate transactions) • Form  1099 - K  (merchant  card  and  third  party  network transactions) • Form  1098  (home  mortgage  interest), 1098 - E  (student  loan interest),   1098 - T (tuition) • Form  1099 - C  (canceled debt) • Form  1099 - A (acquisition or abandonment  of  secured property) Use  Form  W - 9  only  if  you  are  a  U.S.  person (including  a  resident   alien),  to  provide  your  correct TIN. If you  do  not  return Form  W - 9  to  the  requester  with  a  TIN,  you  might   be subject  to  backup withholding.  See  What  is  backup  withholding,   later. Form  W - 9 (Rev.  10 - 2018)



     


     


    



CORPORATE  AUTHORIZATION RESOLUTION By : Name  and  Title  or Position Signature Facsimile Signature   (if used) A.  Bob Myers, Secretary and CFO X  X B.  X  X C.  X  X D.  X  X E.  X  X F.  X  X POWERS  GRANTED  (Attach  one  or more  Agents  to  each  power  by  placing the  letter  corresponding to  their name  in  the  area  before each  power.   Following  each  power  indicate the  number  of  Agent  signatures  required  to exercise  the power.) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Indicate  A, B, C, Description  of Power   D,  E,  and/or F (1)  Exercise  all  of  the  powers  listed  in  this resolution. (2)  Open  any  deposit  or  share account(s)  in  the  name  of  the Corporation. Indicate  number  of   signatures required LIMITATIONS  ON  POWERS  The  following  are  the  Corporation's  express  limitations  on  the  powers  granted under  this resolution. Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit  with  this  Financial Institution. Borrow  money  on behalf  and in  the  name  of  the  Corporation, sign, execute  and  deliver  promissory  notes   or  other  evidences  of indebtedness. Endorse,  assign,  transfer, mortgage  or pledge  bills receivable,  warehouse  receipts,  bills  of  lading, stocks,  bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security  for  sums  borrowed,  and  to  discount  the  same, unconditionally  guarantee  payment  of  all  bills   received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice  of non - payment. Enter  into  a  written  lease  for  the  purpose  of  renting, maintaining,  accessing  and  terminating  a  Safe   Deposit  Box  in  this  Financial Institution. Other . adopted  at  a  meeting  of  the  Board  of  Directors  of  the  Corporation duly  and  properly called  and  held  on   These resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS  Any Agent  listed  below,  subject to  any  written  limitations, is  authorized  to exercise  the  powers  granted  as  indicated  below: Park  State Bank 1108  Nicollet  Mall,  Suite 210 Minneapolis,  MN 55403 Predictive Oncology Inc. 04 - 20 - 2020 (date). Corporate  Authorization Wolters Kluwer  Financial  Services  - 1995,  1997, 2006 CA - 1  12/16/2006   VMPC158 (0612) Initials: Page  1  of 2 VMP , Bankers Systems * Referred  to  in  this document as "Financial Institution" Referred  to  in  this document as "Corporation" I,  Bob Myers ,  certify  that  I  am  Secretary  (clerk)  of the  above  named  corporation organized  under  the  laws  of Delaware ,  Federal  Employer  I.D. Number 33 - 1007393 ,  engaged in  business  under  the  trade name  of Predictive Oncology Inc. ,  and  that the  resolutions  on  this document  are a correct  copy  of  the  resolutions



     


     


    



 l If  checked,  the  Corporation is  a  non - profit  corporation. FOR  FINANCIAL  INSTITUTION  USE ONLY A c k n o w l e d g e d an d re c e i v e d o n (d a t e) b y ( i n i t ia l s ) l T h is r e s o l u ti o n is s u p e r s e d ed b y r e s o l u ti o n d a ted  .   Comments: RESOLUTIONS The Corporation named on this resolution resolves that, (1) The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this resolution . (2) This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the Financial Institution . Any and all prior resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution as governing the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement . Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes . (3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation . Any Agent, so long as they act in a representative capacity as an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing . (4) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed . (5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation . The Corporation authorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose . (6) The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance . The term "automated access device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards . (7) The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution . The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures . If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file . The Corporation authorizes each Agent to have custody of the Corporation's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key . The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing . Pennsylvania . The designation of an Agent does not create a power of attorney ; therefore, Agents are not subject to the provisions of 20 Pa . C . S . A . Section 5601 et seq . (Chapter 56 ; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney . Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa . C . S . A . Section 5601 et seq . (Chapter 56 ; Decedents, Estates and Fiduciaries Code) . EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated . If not completed, all resolutions remain in effect . CERTIFICATION OF AUTHORITY I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same . (Apply seal below where appropriate . ) In  Witness  Whereof,  I  have  subscribed  my  name  to this document  and  affixed  the  seal   of  the  Corporation on   04 - 20 - 2020 (date). Attest  by  One Other Officer Secretary Corporate  Authorization Wolters Kluwer  Financial  Services  - 1995,  1997, 2006 CA - 1  12/16/2006   VMPC158 (0612) Initials: Page  2  of 2 VMP , Bankers Systems *