Exhibit 10.16


 


 


 


September
7, 2012


 


Naples
Women’s Center LLC


Attn: Dr. Michael Dent


1726
Medical Blvd, Suite 101


Naples, FL 34110


 


Re:
Term Loan in the amount of $215,000 


 


Dear
Dr. Dent:


 


Florida
Community Bank, N.A. (“Bank” or “FCB”) is pleased to provide you with this Term Sheet, for Discussion purposes
only, in consideration of your financing request. This Term Sheet is not exhaustive and outlines only the key terms and conditions
to be contained in a proposed credit relationship between FCB and Naples Women’s Center LLC. The proposed credit facility shall
be subject to other terms and conditions normally required by Bank for similar transactions to be fully described in loan documents
prepared by Bank’s legal counsel. This is not a commitment to lend.


 


BORROWER:
Naples Women’s Center LLC (“Borrower”) 


 


FACILTITY:
Term Loan


 


PURPOSE:
To refinance existing debt with Fifth Third Bank.


 


AMOUNT:
$215,000


 


TERM:
5 years


 


INTEREST
RATE: 4.75% Fixed


 


REPAYMENT
TERMS: Monthly payments sufficient to amortize the amount plus interest over a term of 5 years.


 


BANK
FEE: None


 


GUARANTORS:
The payment of this Facility shall be unlimited and unconditionally guaranteed by Dr. Michael Dent and Dr. Carolyn
Monaco, jointly and severally. The scope of this guaranty to include all payment and performance obligations of Borrower (including
indemnification and other obligations relating to hazardous and toxic waste) under the loan documents and subject to a BSA review
performed by Bank.


 


COLLATERAL:
Unsecured


 






     


     


    

 





Naples
Women’s Center LLC


Term Sheet


September
7, 2012


 






  



FINANCIAL
REPORTING: Borrower, as indicated below, shall furnish to FCB the following financial information, in each instance prepared
in accordance with generally accepted accounting principles consistently applied and otherwise in form (with original signatures)
and substance satisfactory to Bank:


 


ANNUAL
FINANCIAL STATEMENTS: Borrower shall deliver to Bank within 30 days after the close of each year compiled financial statements.


 


ANNUAL
FINANCIAL STATEMENTS: Guarantors shall deliver to Bank, annually, within 13 months of the previous statement date on file
with Bank, Guarantors’ financial statement. Said financial statement shall disclose all of Guarantors’ assets, liabilities, net
worth, income and contingent liabilities, all in reasonable detail and acceptable to Bank and submitted on a form to be provided
by Bank or on such other form acceptable to Bank, signed by Guarantor and certified by Guarantor to Bank to be true, correct and
complete.


 


TAX
RETURNS: Borrower and Guarantors shall deliver to Bank, within 30 days of filing complete copies of federal and state tax
returns, as applicable, each of which shall be signed and certified by Borrower/Guarantor to be true and complete copies of such
returns. In the event and extension is filed, Borrower shall deliver a copy of the extension within 30 days of filing.


 


COVENANT:
In addition to the covenant customarily required by FCB for similar loans and/or similar borrowers, the following covenant
shall be applicable to this facility:


 


Debt
Service Coverage Ratio. Borrower shall, at all times, maintain a Cash Flow Coverage Ratio of not less than 1.25x to 1.00,
measured annually beginning 12/31/13. “Debt Service Coverage Ratio” shall mean the earnings before interest,
income taxes, depreciation and amortization of Naples Women’s Center LLC, to current obligations including the sum of interest
expense and current portion of long term debt.


 


TERMS
AND CONDITIONS:


 


		1.	Borrower
                                         will establish and maintain an operating account with FCB;
		2.	Borrower
                                         shall not, directly or indirectly, create, incur, assume or become liable for any additional
                                         indebtedness without approval from FCB;
		3.	Borrower
                                         agrees not to further encumber the business assets of Naples Women’s Center LLC with
                                         any additional liens without receiving approval from FCB;
		4.	Borrower
                                         and Guarantors to maintain combined minimum liquidity of $215,000;
		5.	Evidence
                                         of Dr. Dent’s liquidity prior to closing.



 


This
Term Sheet supersedes any and all prior Term Sheets and proposals with respect to this transaction, whether written or oral, including
any previous loan proposals made by FCB or anyone acting with its authorization. No modification shall be valid unless made in
writing and signed by an authorized officer of FCB. This Term Sheet is not assignable, and no party other than Borrower shall
be entitled to rely on this Term Sheet.


 


If
the above terms and conditions outlined herein are acceptable to you, and you wish the Bank to proceed with its due diligence,
underwriting and approval of these Credit Facilities please
indicate your acceptance by signing a copy of this proposal letter and returning it to the undersigned no later than September
14, 2012. The terms of this proposal are valid until such date.


 




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Naples
Women’s Center LLC


Term Sheet


September
7, 2012


 






  


Thank
you for allowing us to be of service. Please do not hesitate to give me a call at 239-552-1770 if I can be of further assistance.


 


Sincerely,


 


Florida
Community Bank, N.A.


 


	By:	/s/
Patti A. Byers	 
	 	Patti
    A. Byers, Senior Vice President	 


 


ACCEPTANCE:


 


The
above Term Sheet is agreed to and accepted on the terms and conditions provided in this letter.


 


	 	Naples
    Women’s Center LLC
	 	 	 
	 	By:	/s/
    Michael Dent
	 	 	Michael
    Dent, Manager
	 	 	 
	 	Date 	9/7/12


 


 


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