EXHIBIT 10.1


 


THIRD AMENDED AND RESTATED DEMAND PROMISSORY
NOTE


 


	$4,000,000.00	 	August 4, 2022




 


FOR VALUE RECEIVED, the undersigned,
Technical Communications Corporation, a Massachusetts corporation with its principal place of business at 100 Domino Drive, Concord, Massachusetts
01742 (the “Maker”), hereby promises to pay to Carl H. Guild, Jr., an individual residing at 14 Algonquin Avenue, Andover,
Massachusetts 01810 (the “Holder”), the principal sum as from time to time as has been previously advanced as of the
date hereof, equal to Three Million Dollars ($3,000,000) (the “Initial Principal Amount”) plus such additional amount that
shall be advanced and/or readvanced and remains unpaid as shown on the Grid Schedule (the “Grid Schedule”) attached
to this Third Amended and Restated Demand Promissory Note (this “Note”), in lawful money of the United States of America,
ON DEMAND, together with interest on the unpaid principal balance from time to time outstanding at the rate of six percent (6.00%) per
annum for the first $1 million of the Initial Principal Amount and seven and one half percent 7.5 %) per annum on all such additional
amounts. In no event shall the aggregate principal amount outstanding under this Note exceed, and the Holder shall be under no obligation
to advance in excess of, Four Million Dollars ($4,000,000.00).


 


This Note amends and restates
in its entirety that certain Amended and Restated Note by the Maker dated April 8, 2022.


 


Holder shall make advances
to the Maker upon the written request of Maker, and Maker shall, upon the making of each new advance, enter the date and amount of each
such advance on the Grid Schedule. Maker agrees to pay interest on each such advance, from and after the date thereof until repaid, at
the interest rate specified herein, compounded annually. This Note is a revolving note and, subject to the foregoing and in accordance
with the provisions hereof, Maker may, at its option, borrow, pay, prepay and reborrow hereunder at any time prior to demand for payment
hereunder or such earlier date as the obligations of Maker to the Holder under this Note shall become due and payable.


 


All payments of principal
and interest on this Note shall be payable to the Holder at the above address, or at such other place in the United States of America
as the Holder may from time to time designate in writing at least ten (10) days before such payment is due.


 


Maker shall have the right
to prepay, in part or in full, without penalty, this Note and any principal amount advanced and outstanding (together with all accrued
interest to the date of prepayment on the amount of principal thus prepaid) at any time or times without premium or penalty. Any partial
prepayment shall be applied first against all accrued interest through the date of the prepayment and second against the principal amount
outstanding. Interest shall be computed on the basis of a three hundred and sixty five (365) day year and shall be paid for the actual
number of days on which principal is outstanding.


 



     


     


    




The entire unpaid principal balance of,
and all accrued unpaid interest on, this Note shall, at the option of the Holder, become forthwith due and payable without notice or demand
upon the happening of any of the following events of default: (a) default in payment as required hereunder and such default continues
for ten (10) days after such payment is due; or (b) appointment of a receiver of any property, common law assignment or trust mortgage
for the benefit of creditors, the commencement of any kind of insolvency proceedings, or the filing of any proceedings under any bankruptcy
or other law relating to the relief of debtors (and, if such action or proceeding is involuntary on the part of such Maker, such action
or proceeding is not dismissed within ninety (90) days), of, by or against either Maker.


 


No delay or omission by the Holder in exercising
or enforcing any of his powers, rights, privileges, remedies or discretions hereunder shall operate as a waiver thereof on that or any
other occasion, and no single or partial exercise of any right hereunder shall preclude other or future exercise thereof. No waiver of
any right or remedy hereunder on any occasion shall be construed as a bar or waiver of any such right or remedy on any future occasion,
nor as a continuing waiver. Maker agrees that no variance, extension or renewal of this Note shall affect the absolute and unconditional
liability of Maker hereunder.


 


Maker hereby waives presentment,
demand, notice of protest, suretyship defenses, and all other demands and notices in connection with the delivery, acceptance, performance,
default and/or enforcement of this Note or of any rights hereunder. Maker will pay to the Holder on demand all costs and expenses, including
reasonable attorneys’ fees, relating to the collection and/or enforcement of this Note or of any rights hereunder.


 


This Note shall be governed
by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. If any provision of this Note is held
to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and
effect.


 


It is expressly agreed that
time is of the essence in the performance of the obligations set forth in this Note. Holder shall in no event be construed for any purpose
to be a partner, joint venturer or associate of Maker, it being the sole intention of the parties to establish a relationship of debtor
and creditor.


 


IN WITNESS WHEREOF, Maker has
caused this Note to be executed as a sealed instrument, all as of the day, month, and year first written above.


 


	 	 	Technical Communications Corporation
	 	 	 	 
	/s/ W. Neal Grinnell	 	By: 	/s/ Michael P. Malone
	Witness	 	 	Name: Michael P. Malone
	 	 	 	Title: Chief Financial Officer




 






     


     


    

GRID SCHEDULE


TO


THIRD AMENDED AND RESTATED DEMAND PROMISSORY
NOTE


DATED August 4, 2022


 


 


 


	
     

    Date
	
    Advance

    Amount
	
     

    Payment
	
     

    Balance
	
     

    Recorded By:

	   08/04/2022	   $2,700,000	 	    $2,778,812*	Previously Issued
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


*Includes accrued interest through August 4, 2022