Exhibit 10.2
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$2,000,000.00
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Atlanta, Georgia
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August 31, 2009
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UNSECURED PROMISSORY
NOTE
FOR VALUE RECEIVED, subject to the
conditions set forth herein, the undersigned TRANSCEND SERVICES,
INC., a Delaware corporation (herein called “Maker”),
promises to pay to the order of DOROTHY K. FITZGERALD, a resident
of the State of Maryland (herein called “Holder”) the
sum of Two Million and No/100 Dollars ($2,000,000.00) pursuant to
Section 2.3 of that certain Stock Purchase Agreement, dated
August 25, 2009 (the “Purchase Agreement”), by and
between Maker and Holder. The principal balance hereof shall bear
interest at the simple rate of interest per annum of five percent
(5%). The principal balance and any accrued and unpaid interest
shall be due and payable in full on the first anniversary date of
this Note.
All payments of principal or
interest shall be made to Holder at the address of Holder set forth
in Section 13.4 of the Purchase Agreement or at such other
place as Holder may designate in writing. All capitalized terms
referenced in this Note not otherwise defined herein shall have
such meanings as set forth in the Purchase Agreement.
All payments shall be made in
immediately available funds during regular business hours in coin
or currency of the United States of America which at the time of
such payment is legal tender for the payment of public and private
debts. No payment shall be deemed made until actually received by
Holder.
This Note may be prepaid in whole or
in partial increments at any time without penalty. Should the
obligations represented by this Note or any part hereof be
collected at law or in equity or in bankruptcy, receivership or
other court proceeding, or should this Note be placed in the hands
of attorneys for collection after the occurrence of an Event of
Default (defined below), Maker agrees to pay, in addition to the
principal and interest due and payable hereon and any other sums
due and payable hereon, all costs of collecting this Note,
including reasonable attorneys’ fees and expenses. This Note
is an unsecured note.
Upon the occurrence of an Event of
Default, Holder, in the Holder’s sole discretion and without
notice or demand, may raise the rate of interest accruing on the
unpaid principal balance by two (2) percentage points above
the rate of interest otherwise applicable (hereinafter the
“Default Rate”). From and after the maturity date,
whether by acceleration or in due course, the entire unpaid balance
of the principal sum hereunder, all unpaid interest accrued thereon
at such maturity, and all other amounts due hereunder shall bear
interest at the Default Rate.
An event of default (“Event of
Default”) shall occur if (a) Maker shall fail to timely
and properly pay the principal, interest or any fees or other
amount payable hereunder when such amount becomes due; or
(b) Maker shall fail to observe, keep or perform any material
term, covenant, agreement or condition in this
