Attached files
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 $__________________ (the
Debt) for management consulting services rendered by Consultant to NxOpinion.
WHEREAS, pursuant to the terms of a certain Agreement and Plan of Recapitalization, on even
date herewith Robertson Health Services, Inc., a Nevada corporation (Borrower) has assumed
NxOpinions obligation to pay the Debt to Consultant, and to evidence this obligation in this
promissory note (the Note).
FOR VALUE RECEIVED, the undersigned Borrower promises to pay to the order of Consultant at
such place as the holder hereof may designate, in lawful money of the United States of America and
in immediately available funds, the principal sum of __________________ and 00/100 dollars ($___________),
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
holders 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 attorneys fees (to include
outside counsel fees and all allocated costs of the holders in-house counsel), expended or
incurred by the holder in connection with the enforcement of the holders 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. |
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Name: | ||||
Its: |