WAVD WaveDancer Inc

Exhibit 10.1

CHANGE OF TERMS:

COMMERCIAL LINE OF CREDIT AGREEMENT AND NOTE

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.

NOW COME, Summit Community Bank, a Division of Burke & Herbert Bank & Trust (the “Lender”), WaveDancer, Inc., a Delaware stock corporation, and Tellenger Inc., a Maryland stock corporation (collectively the “Borrowers”) and enter this Change of Terms: Commercial Line of Credit Agreement and Note (the “CIT Agreement”) relative to the original Commercial Line of Credit Agreement and Note dated April 16, 2021 (the “Note” or “Existing Debt”).

WHEREAS the Borrowers entered that certain Note with Lender on April 16, 2021 in the original principal amount of One Million and 00/100 Dollars ($1,000,000.00); and

WHEREAS the Lender revised the principal amount of the loan to Five Hundred and 00/100 Dollars ($500,000.00) on September 11, 2023; and

WHEREAS, the Lender extended the Maturity Date of the Note to May 16, 2024; and

WHEREAS the Borrowers and Lender are desirous of entering into a Change in Terms Agreement extending the maturity date from May 16, 2024 to July 16, 2024 upon certain express conditions.

NOW, THEREFORE, the Lender and the Borrowers, in consideration of the terms and provisions contained herein, have agreed to Modify the Terms of the Note by way of following:

RATIFICATION AND CONTINUED VALIDITY. Except for the terms expressly modified by this Agreement, the undersigned Parties hereby acknowledge they are still bound by the terms of the instruments and prior modifications, extensions, and supplements evidencing the Existing Debt as if they were fully set forth in this Agreement and that those terms will continue to bind the Parties as provided in this Agreement and those instruments. Consent to this Agreement does not waive the right to strictly enforce any rights under this Agreement or the instruments evidencing the Existing Debt. Consent to this Agreement does not require the Parties to enter into another agreement like this one in the future. The Parties and Lender agree that this Agreement shall not be construed as a novation or extinguishment of the Existing Debt, but a restatement of the Existing Debt with modifications.

OTHER RESPONSIBLE PARTIES. Any Parties liable for the Existing Debt, including without limitation, cosigners, guarantors, and hypothecators, are not relieved of any obligation except as expressly relieved in this Agreement or any other writing. The liability of any Party who signed the instruments evidencing the Existing Debt, whether primary or secondary, continues in full force and effect, even if that Party does not sign this Agreement.

PARAGRAPH HEADINGS; SINGULAR AND PLURAL TERMS. Paragraph headings of this Agreement are solely for the convenience of the Parties and shall not be used to interpret this Agreement. Whoever used, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders.

ORAL AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

[SIGNATURE INTENTIONALLY ON THE NEXT PAGE]

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.

STATE OF VIRGINIA

COUNTY OF                           , to wit:

The foregoing CIT Agreement was acknowledged before me on June         , 2024, by G. James Benoit, Jr., as CEO of WaveDancer, Inc., a Delaware stock company, on its behalf.

My Commission Expires:

My Registration No.:

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.

STATE OF VIRGINIA

COUNTY OF                           , to wit:

The foregoing CIT Agreement was acknowledged before me on June         , 2024, by Stanley A. Reese, as President of Tellenger, Inc., a Maryland stock company, on its behalf.

My Commission Expires:

My Registration No.:

COMMONWEALTH OF VIRGINIA

CITY/COUNTY OF                                             , to-wit:

I HEREBY CERTIFY, that on this day of June 2024, before me, a Notary Public of said jurisdiction, personally appeared Gary L. Jones II, in his capacity as Market President – Commercial Lending of SUMMIT COMMUNITY BANK, a Division of Burke & Herbert Bank & Trust, known to me (or satisfactorily proven) to be the persons whose name is subscribed to the foregoing instrument and acknowledged that he/she has executed the same for the purposes therein contained.

WITNESS my hand and notarial seal.

My Commission Expires:          

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