Exhibit 10.2
PROMISSORY NOTE – REVOLVING
LOAN
FOR VALUE RECEIVED, the undersigned, Zynex
Inc., and Zynex Medical, Inc., f/d/b/a Stroke Recovery Systems,
(collectively, “ Borrower ”) jointly and
severally promise to pay to the order of Marquette Business Credit,
Inc. d/b/a Marquette Healthcare Finance, with an office in
Portland, Multnomah County, Oregon (“ Lender ”),
the principal amount of THREE MILLION AND NO/100 DOLLARS
($3,000,000.00), or such lesser amount as may from time to time be
advanced and remain unpaid and outstanding hereunder, together with
accrued interest at the rate prescribed in that certain Loan and
Security Agreement dated as of even date herewith executed by
Borrower and Lender (as amended, modified, or restated from time to
time, the “ Loan Agreement ”).
This Promissory Note – Revolving Loan
(the “ Note ”) is executed and delivered by
Borrower pursuant to the Loan Agreement. This Note
evidences all advances made by Lender to Borrower under the Loan
Agreement and this Note is subject to the terms and provisions of
the Loan Agreement. All capitalized terms used herein,
unless otherwise defined herein, shall have the same definitions
herein as are assigned to such terms in the Loan
Agreement. Lender’s records shall be conclusive
proof of loans, payments, and interest accruals hereunder, absent
proof of error by Borrower.
The principal of, and accrued and unpaid
interest on, this Note shall be due and payable as provided in the
Loan Agreement.
Upon the occurrence of an Event of Default
under the Loan Agreement (or any other agreement between Borrower
and Lender) and Lender’s notice to Borrower of acceleration
of the amounts due under this Note, or upon the termination of the
Loan Agreement (whether terminated by Borrower or Lender), (i) the
principal of, and all interest then accrued on, this Note will be
due and payable without presentment, demand, or protest, all of
which Borrower hereby expressly waives, (ii) the commitment of
Lender to make Loans under the Loan Agreement will immediately
terminate, and (iii) Lender may exercise any other right provided
in the Loan Documents, or at law or in equity.
From and after the occurrence of an Event of
Default, any principal and, to the extent permitted by law, accrued
interest thereon, shall bear interest, payable on demand, for each
day from and including the date of the Event of Default, but
excluding, the date of actual payment, at a rate per annum equal to
the lesser of (i) the Default Rate and (ii) the Maximum Rate, until
the principal and accrued interest has been paid in full or, if
earlier, until such Event of Default is cured or waived in writing
by Lender. Lender may, at its option, add the amount of
any interest payment due and unpaid on this Note to the unpaid
principal outstanding hereunder, in which event such amount
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