Attached files

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10-Q - FORM 10-Q - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838e10vq.htm
EX-32 - EXHIBIT 32 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv32.htm
EX-4.4 - EXHIBIT 4.4 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv4w4.htm
EX-4.1 - EXHIBIT 4.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv4w1.htm
EX-4.3 - EXHIBIT 4.3 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv4w3.htm
EX-4.2 - EXHIBIT 4.2 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv4w2.htm
EX-10.8 - EXHIBIT 10.8 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w8.htm
EX-10.5 - EXHIBIT 10.5 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w5.htm
EX-10.6 - EXHIBIT 10.6 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w6.htm
EX-10.9 - EXHIBIT 10.9 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w9.htm
EX-10.2 - EXHIBIT 10.2 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w2.htm
EX-10.1 - EXHIBIT 10.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w1.htm
EX-21.1 - EXHIBIT 21.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv21w1.htm
EX-10.7 - EXHIBIT 10.7 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w7.htm
EX-31.1 - EXHIBIT 31.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv31w1.htm
EX-10.3 - EXHIBIT 10.3 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w3.htm
EX-31.2 - EXHIBIT 31.2 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv31w2.htm
EX-10.15 - EXHIBIT 10.15 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w15.htm
EX-10.16 - EXHIBIT 10.16 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w16.htm
EX-10.13 - EXHIBIT 10.13 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w13.htm
EX-10.14 - EXHIBIT 10.14 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w14.htm
EX-10.19 - EXHIBIT 10.19 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w19.htm
EX-10.18 - EXHIBIT 10.18 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w18.htm
EX-10.20 - EXHIBIT 10.20 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w20.htm
EX-10.17 - EXHIBIT 10.17 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w17.htm
EX-10.10 - EXHIBIT 10.10 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w10.htm
EX-3.1 - EXHIBIT 3.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv3w1.htm
EX-10.11 - EXHIBIT 10.11 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORPc04838exv10w11.htm
Exhibit 10.4
PROMISSORY NOTE
     
$____________________   Saginaw, Michigan
May 28, 2010    
WHEREAS, as of the date hereof, NXOPINION, LLC, a Nevada limited liability company (“NxOpinion”) is indebted to __________________ (“Consultant”) in the amount of $__________________ (the “Debt”) for management consulting services rendered by Consultant to NxOpinion.
WHEREAS, pursuant to the terms of a certain Agreement and Plan of Recapitalization, on even date herewith Robertson Health Services, Inc., a Nevada corporation (“Borrower”) has assumed NxOpinion’s obligation to pay the Debt to Consultant, and to evidence this obligation in this promissory note (the “Note”).
FOR VALUE RECEIVED, the undersigned Borrower promises to pay to the order of Consultant at such place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of __________________ and 00/100 dollars ($___________), with interest thereon.
TERMS:
(a) Term. The entire balance of unpaid principal plus accrued interest shall be due and payable in immediately available funds on June 30, 2011.
(b) Interest. The outstanding principal balance of the Note shall bear interest (computed on the basis of a 365-day year, actual days elapsed) at a per annum rate of 5.0%.
(c) Interest Upon Event of Default. Upon the occurrence of an Event of Default as described herein, the interest rate on outstanding indebtedness will be  _____%.
(d) Payment of Interest. Interest accrued on this Note shall be payable upon loan repayment.
(e) Application of Payments. Each payment made on this Note shall be credited first, to any interest due and second, to the outstanding principal balance hereof
EVENTS OF DEFAULT:
The occurrence of any of the following shall constitute an “Event of Default” under this Note:
(a) The failure to pay any principal, interest, fees or other charges when due hereunder.

 

 


 

(b) The filing of a petition by or against the Borrower under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; the appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; the Borrower becomes insolvent, makes a general assignment for the benefit of creditors or is generally not paying its debts as they become due; or any attachment or levy on any property of the Borrower.
(c) The dissolution or liquidation of the Borrower.
(d) Any default in the payment or performance of any obligation, or any defined event of default, under any provisions of any contract, instrument or document pursuant to which the Borrower has incurred any obligation for borrowed money, any purchase obligation, or any other liability of any kind to any person or entity, including the holder.
(e) Any financial statement provided by the Borrower to Consultant proves to be incorrect, false or misleading in any material respect.
(f) Any sale or transfer of all or a substantial or material part of the assets of the Borrower other than in the ordinary course of its business.
MISCELLANEOUS:
(a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by the Borrower, and the obligations, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. The Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorney’s fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Consultant or any other person) relating to the Borrower or any other person or entity.
(b) Prepayment. The Borrower reserves the privilege of prepaying without premium the outstanding principal balance hereof, in whole or in part, at any time.
(c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Michigan.
(d) Usury. In no event shall the rate of interest on this Note exceed the maximum rate permitted by applicable law.

 

 


 

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.
         
  Robertson Health Services, Inc.
 
 
  By:      
    Name:      
    Its: