PROMISSORY NOTE
Exhibit
10.19
PROMISSORY
NOTE
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$1,300,000.00
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June
7, 2006
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FOR
VALUE
RECEIVED, FLAGSHIP PATIENT ADVOCATES, INC. (the “Borrower”), hereby promises to
pay to Apollo
Medical Offshore Partners, LP (the
“Lender”), as the holder of this promissory note (the “Note”), the principal
remaining unpaid, together with all accrued interest one year from the date
hereof. In the event the Borrower completes the closing of the next round of
financing of at least an additional Four Million Dollars ($4,000,000.00), the
Note, including all accrued interest, shall become convertible into the form
of
securities issued in such next round of financing at the price per share of
the
securities issued in such financing. Interest shall accrue at the prime rate
reported in the Wall Street Journal for the business day immediately prior
to
the date of issuance of the Note and shall be calculated based on a 365-day
year
and shall be paid at maturity of the Note. Borrower may prepay any or all of
the
unpaid principal without penalty.
All
payments shall be made in lawful money of the United States of America at the
principal office of the Lender, or such other place as the holder hereof may
from time to time designate in writing to the Borrower.
This
Note
is non-negotiable and may not be transferred.
Upon
written evidence reasonably satisfactory to Borrower of the loss, theft,
destruction or mutilation of the Note, Borrower will issue a new Note, of like
tenor and amount, dated the date to which interest has been paid, in lieu o
such
lost, stolen, destroyed or mutilated Note, and in such event Xxxxxx agrees
to
indemnify and hold harmless Borrower in respect of an such lost, stolen,
destroyed or mutilated Note.
The
Lender agrees that the Note is subordinated to the Secured Convertible Term
Note
issued to the Laurus Master Fund, Ltd., dated January 30, 2006, and the Junior
Secured Convertible Term Notes, dated January 30, 2006.
This
Note
shall be governed and construed in accordance with the internal laws of the
State of New York (without reference to any principals of conflicts of
law).
In
addition and not in limitation of the foregoing, Xxxxxxxx further agrees,
subject only to any limitation imposed by applicable law, to pay all expenses,
including reasonable attorney’s fees, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due.
IN
WITNESS WHEREOF, the undersigned has caused this instrument to be executed
as of
the date first above written.
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Borrower:
Flagship Patient Advocates, Inc.
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By:
/s/
Xxxx X. Xxxxx
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Xxxx
X. Xxxxx, Chairman and CEO
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