Promissory Note from Asset Purchase Agreement
THIS AGREEMENT (the "Agreement") made as of the 31st day of December, 2013 (the "Effective Date") by and between Sebring Dental of Arizona, LLC, an Arizona limited liability company and/or assigns (the "Buyer") and North Scottsdale Family Dentistry, PLLC, an Arizona professional limited liability company ("Seller"), Dr. Steven H. Poulos, an individual ("Poulos"), and Dr. Sid S. Stevens, an individual ("Stevens"). Seller, Poulos, and Stevens are collectively referred to herein as the "Seller Parties".
Promissory Note. One the Closing Date, Buyer shall deliver to Seller a convertible promissory note in the principal sum of One Million Three Hundred Fifty Thousand and no/100 Dollars ($1,350,000.00) made by Sebring Dental of Arizona, LLC and guaranteed by Sebring Software, Inc. in a form to be mutually agreed upon prior to the end of the Inspection Period (as defined below) with the following general terms (the "Note"): with 6.25% annual simple interest, accrued until the maturity of the note (or at an earlier retirement date of the note), to be paid upon the third year anniversary of closing the Transaction.