Exhibit 10.1


 


THIS NOTE HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


HEALTHLYNKED CORP.


 


Amended
and Restated Note


 


	No. HLYK-1	Original Principal Amount:	$550,000
	 	Original Issue Discount:	5%
	 	 	 
	Original Issuance Date: July 19, 2022	 	 
	Amended and Restated Issuance Date: November 15, 2022	 	 


 


FOR VALUE RECEIVED,
HealthLynked Corp., a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby
promises to pay to the order of YAII PN, Ltd. or its registered assigns (the “Holder”) (i) the outstanding portion
of the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to scheduled payment,
redemption or otherwise, the “Principal”) when due, whether a regularly scheduled principal payment or upon the Maturity
Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and (ii) to pay interest
(“Interest”) on any outstanding Principal at the applicable Interest (as set forth below) from the Original Issuance
Date written above until the same is paid, whether a regularly scheduled interest payment or upon the Maturity Date or acceleration,
redemption or otherwise (in each case in accordance with the terms hereof).


 


This Note (this “Note”)
was issued pursuant to that certain Note Purchase Agreement dated as of July 5, 2022 (the “Note Purchase Agreement”)
between the Company and the Holder.


 


The Company and the Holder desire
to amend and restate the Note and supplement or otherwise amend Schedule II attached hereto.


 


Certain capitalized terms used
herein but otherwise not defined herein are defined in Section 17 or in the Note Purchase Agreement.


 






     


     


    

 


(1)   GENERAL
TERMS


 


(a)   Advance
of Original Principal Amount. In consideration for the issuance of this Note on the Original Issuance Date by the Company, the Holder
advanced and made available to the Company on the Original Issuance Date the Original Principal Amount, by wire transfer of immediately
available funds to the account indicated by the Company on Schedule I attached hereto.


 


(b)   Original
Issue Discount. The Original Principal Amount of the Note shall have an original issue discount of 5% (the “OID”)
that the Holder shall be entitled to deduct from the gross proceeds of the Original Principal Amount when the Note is issued.


 


(c)   Maturity
Date. The term of this Note shall expire March 15, 2023 (the “Maturity Date”). On the Maturity Date, the Company
shall pay to the Holder an amount in cash representing all then outstanding Principal and accrued Interest.


 


(d)   Interest.
shall accrue on the outstanding Original Principal Amount at an annual rate equal to 0% (“Interest Rate”), which Interest
Rate shall increase to an annual rate of 15% for so long as any Event of Default remains uncured. Interest shall be calculated on the
basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.


 


(e)   Payment
Premium. The Original Principal Amount shall accrue a payment premium at an annual rate equal to 2% (“Premium”), calculated
on the basis of a 365-day year and the actual number of days elapsed.


 


(f)   Payments.
On each of the Installment Dates, the Company shall pay to the Holder an amount equal to the relevant Installment Amount due on such Installment
Date as listed on Schedule II hereto. Provided however upon the mutual consent of the Parties such Installment Amounts may
be increased. Installment Amounts under this Note must be paid by wire transfer of immediately available funds to the account listed on
Schedule I hereto (or to any other account specified by the Holder to the Company on or before the applicable Installment
Date by notice given in accordance with Section 7 hereof).


 


(2)   REPRESENTATIONS
AND WARRANTIES. The Company hereby represents and warrants to the Investor that the following are true and correct as of the date
hereof:


 


(a)   The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Note and any related agreements,
in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Note and any related agreements by the Company
and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board
of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this
Note has been duly executed and delivered by the Company, (iv) this Note (assuming the execution and delivery thereof and acceptance by
the Investor and the occurrence of the Original Issuance Date), constitutes the valid and binding obligations of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of
creditors’ rights and remedies.


 






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(b)   The
execution, delivery and performance by the Company of its obligations under this Note will not (i) result in a violation of the Company’s
Certificate of Incorporation or (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Primary Market on
which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset of the
Company is bound or affected and which would cause a Material Adverse Effect.


 


(3)   EVENTS
OF DEFAULT. 


 


(a)   An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body) shall have occurred and be continuing:


 


(i)   the
Company shall fail to pay to the Holder any Installment Amount or Principal Amount when and as due and payable under this Note, and such
failure continues for five (5) days following the date upon which such payment was due;


 


(ii)   the
Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter
in effect or any successor thereto, or the Company, or there shall be commenced against the Company, any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether
now or hereafter in effect relating to the Company, which remains un-stayed or un-dismissed for a period of 61 days; or the Company is
adjudicated insolvent or bankrupt pursuant to a final, non-appealable order; or any order of relief or other order approving any such
case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like
for it or any substantial part of its property which continues un-discharged or un-stayed for a period of 61 days; or the Company makes
a general assignment for the benefit of creditors; or the Company shall admit in writing that it is unable to pay its debts generally
as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring
of its debts.


 


(iii)   the
Common Stock of the Company ceases to be quoted or listed for trading on the Principal Market and shall not again be quoted or listed
for trading on any Principal Market within fifteen (15) Trading Days of such delisting;


 


(iv)   the
Company is a party to any agreement memorializing (1) the consummation of any transaction or event (whether by means of a share exchange
or tender offer applicable to its shares of common stock par value $0.0001 (the “Common Stock”), a liquidation, consolidation,
recapitalization, reclassification, combination or merger of the Company or a sale, lease or other transfer of all or substantially all
of the consolidated assets of the Company) or a series of related transactions or events pursuant to which all of the outstanding Common
Stock are exchanged for, converted into or constitute solely the right to receive, cash, securities or other property, (2) a consolidation
or merger in which the Company is not the surviving corporation, or (3) a sale, assignment, transfer, conveyance or other disposal of
all or substantially all of the properties or assets of the Company to another person or entity (each of (1), (2) and (3) a “Change
in Control”) unless in connection with such Change in Control, all Principal and accrued and unpaid Interest due under this
Note will be paid in full or the Holder consents to such Change in Control;


 






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(v)   the
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in this Note or the Note Purchase
Agreement, or otherwise commit any material breach or default of any provision of this Note or the Note Purchase Agreement.


 


(vi)
the Company shall fail to observe or perform any material covenant, agreement or representation or warranty contained in, or otherwise
commit any material breach or default of any provision of the Standby Equity Purchase Agreement dated July 5, 2022, between the Company
and the Holder (the “SEPA”) which is not cured within the time prescribed in the SEPA, as applicable, or if not so
prescribed, within thirty (30) calendar days after notice to the Company by the Holder of such material failure, breach or default;


 


(vii)   the
Company shall terminate the SEPA; or


 


(viii)   an
event of default by the Company under any other material obligation, instrument, note or agreement for borrowed money occurring after
the Original Issuance Date of this Note and continuing beyond any applicable notice and/or grace period, and as a result of which the
obligations of the Company, under such material obligation, instrument, note or agreement have been accelerated.


 


(4)   REMEDY
UPON DEFAULT. During the time that any portion of this Note is outstanding, if any Event of Default has occurred, the Holder, by notice
in writing to the Company, may at any time and from time to time declare the full unpaid Principal of this Note or any portion thereof,
to be due and payable immediately without necessity of further action (the “Accelerated Amount”).


 


(5)   REISSUANCE
OF THIS NOTE. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder
a new Note representing the outstanding Principal which Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated
on the face of such new Note, the Principal remaining outstanding (iii) shall have an issuance date, as indicated on the face of such
new Note, which is the same as the Original Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and
(v) shall represent accrued and unpaid Interest from the Original Issuance Date.


 






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(6)   NOTICES.
Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon: (i) receipt,
when delivered personally, (ii) 1 Business Day after deposit with an overnight courier service with next day delivery specified, in each
case, properly addressed to the party to receive the same, or (iii) receipt, when sent by electronic mail (provided that the electronic
mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission. The addresses and e-mail
addresses for such communications shall be:


 


	If to the Company, to:	HealthLynked Corp.
	 	1265 Creekside Parkway. – Suite 302
	 	Naples, FL 34108
	 	Attention:	Dr. Michael Dent and George O’Leary
	 	Telephone:	(239)331-1953 and (561)955-0727
	 	Email:	mdent1@comcast.net and goleary@sksconsulting.us
	 	 	 
	With a copy to:	K&L Gates LLP
	 	200 S. Biscayne Blvd., Suite 3900
	 	Miami, FL 33131
	 	Attention:	Clayton E. Parker, Esq.
	 	Telephone:	(305) 539-3306
	 	E-mail:	clayton.parker@klgates.com



 


	If to the Holder: 	YAII PN, Ltd.
	 	1012 Springfield Ave
	 	Mountainside, New Jersey 07092
	 	Attention:	Mark Angelo
	 	Telephone:	(201) 985-8300
	 	Email:	mangelo@yorkvilleadvisors.com
	 	 	 
	With a copy to:	David Gonzalez, Esq.
	 	1012 Springfield Ave
	 	Mountainside, New Jersey 07092
	 	Telephone:	(201) 985-8300
	 	Email:	dgonzalez@yorkvilleadvisors.com



 


or at such other address and/or
electronic email address and/or to the attention of such other person as the recipient party has specified by written notice given to
each other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing
the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 



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(7)   No
provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal
on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct obligation of the Company. As
long as this Note is outstanding, the Company shall not , without the consent of the Holder, (i) amend its articles of Association or
Memorandum of Association so as to adversely affect any rights of the Holder under this Note; or (ii) enter into any agreement with respect
to any of the foregoing.


 


(8)   This
Note shall not entitle the Holder to any of the rights of a shareholder of the Company, including without limitation, the right to vote,
to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of shareholders or any other proceedings
of the Company.


 


(9)   This
Note shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the principles of
conflict of laws. Each of the parties consents to the jurisdiction of the of the Superior Court of the State of New Jersey, sitting in
Union County, New Jersey and the United States District Court for the District of New Jersey, sitting in Newark, New Jersey, in connection
with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.


 


(10)   If
an Event of Default has occurred, then the Company shall reimburse the Holder promptly for all documented out-of-pocket fees, costs and
expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action for the collecting
of any sums which become due and payable to the Holder in accordance with the terms of this Note.


 


(11)   Any
waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any
term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


(12)   If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or
any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law had
been enacted.


 






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(13)   Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.


 


(14)   Assignment
of this Note by the Company shall be prohibited without the prior written consent of the Holder. Prior to the Maturity Date, the Holder
shall not sell, transfer, negotiate or otherwise make any disposition of this Note or any portion thereof without the prior written consent
of the Company.


 


(15)   THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


(16) CERTAIN DEFINITIONS
 For purposes of this Note, the following terms shall have the following meanings:


 


(a)
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United
States or a day on which banking institutions are authorized or required by law or other government action to close.


 


(b)   “Installment
Amount” means the principal and interest payment due on an Installment Date as set forth on Schedule II hereto.


 


(c)   “Installment
Date” means each date on which Installment Amounts are due to be paid in accordance with Schedule II hereto.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by a duly authorized officer as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	HEALTHLYNKED CORP.
	 	 	 
	 	By:	/s/ George O’Leary         
	 	Name: 	George O’Leary
	 	Title:	Chief Financial Officer



 


 


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