Promissory Note by and between SANUWAVE Health, Inc. and Northeast Bank, dated February 20, 2021

Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent;or

Incur expenses to collect amounts due under this Note and enforce the terms of this Note or any other Loan Document. If Lender incurs any collection-related expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

Release anyone obligated to pay this Note; and

Take any action necessary to collect amounts owing on this Note.

Borrower must sign all documents necessary at any time to comply with the Loan Documents.

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.

Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Lender, unless the SBA permits otherwise.   Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purposes given.

If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or un enforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

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.

INDEMNIFICATION: The Borrower will indemnify and hold harmless Lender and any Noteholder (and their respective employees, directors, agents, affiliates and representatives) from and against any cost, loss or liability including interest, penalties, reasonable attorneys' fees and expenses resulting from the Borrower's misrepresentation in the application for this Loan or otherwise or breach of warranty, default or breach of any covenant in this Note.

NOTICES. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (a) deposit with overnight courier service, properly addressed and shipping prepaid; (b) transmittal by e-mail properly addressed (with written acknowledgement from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (c) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

INTEGRATION. This Note constitutes the entire contract between the Borrower and the Lender with respect to the subject matter hereof and supersedes previous agreements and understanding, oral or written, with respect thereto.

CONSENT TO USE ELECTRONIC SIGNATURE. In order to receive the Loan amount, the Lender must provide the Borrower with certain disclosures required by law. By submitting the Borrower's application and agreeing to the terms of this Note, which the Borrower collectively adopts as its electronic signature, the Borrower consents and agrees that: (i) the Lender and any Noteholder can provide all disclosures required by law and other information about the Borrower's legal rights and duties to the Borrower electronically, including by e-mail, a website portal or mobile phone application; (ii) the Borrower's electronic signature on agreements and documents has the same effect as if the Borrower signed them in ink and is evidence of the Borrower's intention to be bound by this Note; (iii) Electronic disclosures have the same meaning and effect as if the Borrower were provided paper disclosures; (iv) Disclosures are considered received by the Borrower within 24 hours of the time posted to Lender's or any Noteholders website, or within 24 hours of the time emailed to the Borrower unless the Lender or Noteholder receives notice that the email was not delivered; (v) Lender or the Noteholder reserves the right to cancel this electronic disclosure service, change the terms of use of this service or send disclosures in paper form at any time; (vi) the Lender or Noteholder is responsible for sending notice of the disclosures to the  Borrower electronically, but Lender or Noteholder are not responsible for any delay or failure in the Borrower's receipt or review of the email notices.  The Borrower agrees and confirms that the Borrower has access to the necessary equipment to receive, access and print any disclosures that may be provided in electronic form. The Borrower will not seek to withdraw the Borrower's consent for electronic signature and disclosures while the Borrower has an outstanding Loan balance.

NO, WAIVER; CUMULATIVE REMEDIES. No failure by Lender or any subsequent Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or  partial exercise of  any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.

COUNTERPARTS.   This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute as single contract.

THIRD-PARTY BENEFICIARY. Any assignee of this Note shall be deemed to be a third-party beneficiary to this Note and is entitled to the rights and benefits hereunder and may enforce the  provisions hereof as if  they were a party hereto.

ERRORS AND OMISSIONS; COOPERATION. The undersigned Borrower for and in consideration of the Lender funding the closing of this Loan agrees, if requested by Lender or its assignees, to fully cooperate and adjust for clerical errors, any or all Loan closing documentation if deemed necessary or desirable in the reasonable discretion of the Lender or its assignees. Borrower shall furnish the Lender with such other information as the Lender may reasonably request  from time to time, including but  not  limited to  any documentation  necessary to comply with the terms of the PPP.

DISBURSEMENT. The undersigned hereby authorizes the Lender to disburse the entire amount of the Loan proceeds of the Note to Borrower.

BORROWER CERTIFICATION. Borrower understands, acknowledges and agrees that Lender is relying solely on Borrower's representations, warranties, certifications, confirmations or other statements of, and information from, the Borrower and/or any of its affiliates, officers, directors, owners, principals, agents, and/or controlling persons as to the Borrower, its business or activities, its eligibility for the proposed Loan, its use of the proceeds or any other benefits of the Loan, the existence of any hardship or other condition, or any other matters of compliance with the PPP or SBA requirements without limitation or without Lender's examination of any other information not included in the Borrower's Loan application which may be in Borrower's possession. Borrower hereby recertifies all certifications made by Borrower in its Loan application.

EQUAL EMPLOYMENT OPPORTUNITY. Borrower hereby acknowledges the receipt of a copy of the Equal Employment Opportunity Poster (SBA Form 722) and will display such poster at Borrower's place of business where it is clearly visible to employees, job applicants, and the general public.