FOR VALUE
RECEIVED, the undersigned, OPKO Health, Inc., a Delaware
corporation with its principal place of business at 4400 Biscayne
Blvd., Miami, FL 33137 (“Maker”), promises to pay to
the order of Frost Gamma Investments Trust, with its principal
place of business at 4400 Biscayne Blvd., 15
th Floor Miami, FL 33137 (“Payee”), at
such place as may be designated in writing by Payee, the principal
sum of THREE MILLION DOLLARS ($3,000,000.00) (this
“Note”).
1. The
principal amount of the loan evidenced hereby, together with any
accrued and unpaid interest, and any and all unpaid costs, fees and
expenses accrued, shall be due and payable on May 4, 2009 (the
“Maturity Date”).
2. All
amounts outstanding from time to time hereunder shall bear interest
at the rate of eleven percent (11%) per annum until such amounts
are paid.
3. This Note
may be prepaid in whole or in part without penalty or premium. All
payments of principal shall be made in lawful money of the United
States which shall be legal tender in payment of all debts, public
and private, at the time of payment.
4. The Maker
agrees to pay all costs of collection incurred in enforcing this
Note, including attorneys’ fees and costs at both trial and
appellate levels and in any bankruptcy action. In the event any
legal proceedings are instituted in connection with, or for the
enforcement of, this Note, Payee shall be entitled to recover its
costs of suit, including attorneys’ fees and costs, at both
trial and appellate levels and in any bankruptcy action.
5. Each
maker, endorser and guarantor or any person, firm or corporation
becoming liable u
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