UNSECURED
REVOLVING PROMISSORY NOTE


 


Up
to $750,000


September
16, 2022


 


 


FOR
VALUE RECEIVED, the undersigned, INNOVATIVE OUTCOMES INC, an Arkansas corporation ("Borrower"),
having an address at 7003 Valley Ranch Drive, Little Rock, Arkansas 72223, promises to
pay to the order of MEDINOTEC, INC. ("Lender"), having an address at 200 Broad
Hollow Road, Suite 207, Melville, NY 11747, the principal sum of Seven Hundred and Fifty Thousand Dollars ($750,000)
or, if less, the aggregate unpaid principal amount advanced by Lender, or its predecessor(s) in interest, under this unsecured
promissory note (this "Note"), together with interest on the principal balance
from time to time outstanding hereunder, from the date of each advance of principal at the per annum
rate of interest as hereinafter provided, until paid in full in accordance with the terms
and conditions of this Note (the "Loan").


This
Note evidences a revolving line of credit. Except as otherwise provided herein, Borrower shall be
entitled to borrow and re-borrow funds hereunder, provided that in no event shall the aggregate principal amount outstanding hereunder
exceed Seven Hundred and Fifty Thousand Dollars ($750,000). No amounts shall be required to be advanced by Lender after the Maturity
Date or following an Event of Default (each as defined below).


1.      
Loan Amount; Advances.
Any borrowing hereunder shall be requested by Borrower in writing with ten
(10) business days' notice to Lender, and shall be documented by Lender endorsing on Schedule A
annexed hereto, and made a part hereof, the amount borrowed, which endorsements shall,
in the absence of manifest error, be conclusive as to the outstanding principal amount of
the Loan; provided, however, that failure to make such notation with respect to any draw of funds shall not limit or otherwise
affect the obligations of Borrower under this Note.


2.       
Interest. Accrued interest
on the outstanding principal balance of the Loan shall be payable on the Maturity
Date. The amounts advanced hereunder shall bear interest at a per annum rate equal to eight percent (8.0%), compounded monthly (the "Interest
Rate"). Interest shall accrue on any increase in the outstanding principal balance from the opening of business on the
day the funds are drawn. Interest shall be calculated based on a 365-day year. Upon an Event of Default (as defined below), the outstanding
principal amount and all accrued but unpaid interest at the time of such Event of Default shall
immediately thereafter bear an interest rate at a per annum rate equal to twelve percent
(12.0 %), compounded monthly, until such amount is paid in full.


		3.	Prepayment.



(i)           
Borrower may prepay all or any portion of the outstanding principal balance at any time
and from time to time, without any prepayment penalty, provided that Borrower provides five days' prior written notice to Lender of such
prepayment and all interest accrued under this Note to the date of prepayment is also paid in full.





(ii)         
In the event, during the term of the Loan, Borrower repays any portion of its indebtedness to Douglas K. (Kevin) Lamb ("Lamb"),
Borrower shall simultaneously prepay to Lender an amount equal to such repayment made by Borrower to Lamb.


 




    	 		 



    	 



    

 


(iii)           
All prepayments shall be applied: first to any costs of collection, second to accrued interest
and third to principal. The making of any such prepayment and the allocation of the funds so prepaid shall be documented by Lender
endorsing the sums credited on Schedule A, which endorsements shall, in the absence
of manifest error, be conclusive as to the adjustment to the Loan balance attributable to such prepayment; provided, however, that failure
to make such notation with respect to any draw of funds shall not limit or otherwise affect the obligations of Borrower under
this Note. Any principal amount so pre-paid will be available for re-borrowing until the entire
then outstanding principal amount comes due as provided in paragraph 4 below.


4.       
Maturity. The entire
principal amount and all accrued interest hereunder shall be due and payable on
the first to occur (the "Maturity Date") of: (i) September 30, 2024, 2024 (ii)
such time as there occurs a Sale Transaction (as defined below), or (iii) at such time as provided
in paragraph 7 below. For purposes of this Note, "Sale Transaction" means
(x) the sale or other disposition of all or substantially all of Borrower's assets, or (y) the acquisition
of Borrower by another entity by means of any transaction or series of related transactions to which Borrower is party (including,
without limitation, any stock acquisition, reorganization, merger or consolidation but excluding
any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the
voting securities of Borrower outstanding immediately prior to such transaction continue to retain (either by such voting securities
remaining outstanding or by such voting securities being converted into voting securities of the surviving entity),
as a result of shares in Borrower held by such holders prior to such transaction, at least fifty percent (50%) of the total voting
power represented by the voting securities of Borrower or such surviving entity outstanding immediately after such transaction or series
of transactions; provided that Lender's (or its assignee's) purchase of Borrower's common stock
on the date hereof shall not constitute a Sale Transaction.





5.    Security.
This Note is unsecured.


 


6.      
Use of Proceeds. Borrower shall use the proceeds
of this Note for working capital and general commercial purposes. No portion of the proceeds may be used to repay any indebtedness, including
any indebtedness to Lamb without the written consent of Lender.


 


7.      
Event of Default. An event of default ("Event
of Default") shall be deemed to have occurred if, after the date of issuance of this Note:


		(i)	Borrower
                                            fails to pay any amount under this Note when due;
	 	 	 
	 	(ii)	Borrower
                                            fails or neglects to perform any term, provision, condition or covenant contained in this
                                            Note;
	 	 	 
		(iii)	Borrower
                                            breaches any representation or warranty contained in this Note;



(iv)           
Borrower voluntarily files any petition or action for
relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors,
now or hereafter in effect, or seeks the appointment of a custodian, receiver, trustee (or other similar official) of Borrower or all
or any substantial portion of Borrower's assets, or makes any assignment for the benefit of creditors
or takes any action in furtherance of any of the foregoing, or fails to generally pay its debts as they become due;


(v)             
an involuntary petition is filed, or any proceeding
or case is commenced, against Borrower (unless such proceeding or case is dismissed or discharged within 60 days of the filing or commencement
thereof) under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute now or
hereafter in effect, or a custodian, receiver, trustee, assignee
for the benefit of creditors (or other similar official) is applied or
appointed for Borrower or
to take possession, custody or control of any property
of Borrower, or an order for
relief is entered against Borrower
in any of the foregoing; or






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(vi)             
the occurrence of a breach or default
of a material payment obligation under any
agreement, instrument or document to
which Borrower
is a party or by which it is bound (unless
Borrower has a
valid basis to dispute payment is due).


Upon
the occurrence and during the continuation
of an Event of Default,
all obligations of Borrower under this Note shall automatically become
due and payable, in each case, without presentment, demand, protest,
or other notice of any kind, all of which
are waived by Borrower.


8.       
Representations and
Warranties.
In connection with the
transactions provided for herein, Borrower hereby represents and
warrants to Lender
that, as
of the date hereof, and on
the date of
each subsequent
borrowing hereunder, the following are
true and complete.





(i)                
Organization; Good Standing;
and Qualification.
Borrower is a
corporation duly organized,
validly existing and
in good
standing under the laws of
the State of Arkansas and has all
requisite corporate
power and authority
to carry on
its business as
presently conducted and
as proposed to be
conducted. Borrower is duly qualified
to transact business and is in good
standing in each jurisdiction in which
the failure so
to qualify would have a
Material Adverse Effect (as
defined below) on its business or properties.





(ii)               Authorization.
All corporate actions, approvals and consents
on the part of Borrower, its officers, directors, equity
holders, and any third
party, necessary for the authorization, execution and delivery of this
Note, and the
performance of all obligations of Borrower hereunder and under
the Note, has been taken. This Note, when
executed and delivered by Borrower, shall
constitute valid and legally
binding obligations of Borrower, enforceable in accordance
with their terms, except
(a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting
enforcement of creditors' rights generally, and (b) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.





(iii)            
Subsidiaries. Borrower does not currently
own or
control, directly or indirectly, any
interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or
other business entity. Borrower is not
a participant
in any joint
venture, partnership or similar
arrangement.





(iv)             
Consents. All consents,
approvals, orders
or authorizations
of, or registrations, qualifications,
designations, declarations or filings with, any governmental authority required on
the part of
Borrower in connection with the valid
execution and delivery of
the Note and the issuance of the Note
have been obtained.





(v)               
Valid Issuance.
The Note and any securities issued
upon exercise of the
Warrant, when issued, sold, and delivered
in accordance
with the terms of
the Note and
Borrower's organizational documents,
will be duly and validly
issued, fully paid and non-assessable.





(vi)             
Compliance with Law.
Borrower is not in violation of any
applicable statute, rule, regulation,
order or
restriction of any domestic or foreign
government or any instrumentality or
agency thereof in respect of
the conduct of its business or the ownership
of its properties,
which violation of
which would materially and
adversely affect the business, assets,
liabilities, financial condition, operations or prospects of Borrower. No actions, suits, proceedings or investigations are pending
or, to the knowledge of Borrower, threatened against Borrower at law or in equity in any court or before any other governmental authority
that if adversely determined (a) would (alone or in the aggregate) result in a material liability or (b) seeks to enjoin, either directly
or indirectly, the execution, delivery or performance by Borrower of this Note or the transactions contemplated hereby.


 




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(vii)          
Compliance with Other Instruments. Borrower is not in
violation or default of any term of its organizational documents, or of any provision of any mortgage, indenture or contract to which
it is a party and by which it is bound or of any judgment, decree, order or writ. The execution, delivery and performance of this Note,
and the consummation of the transactions contemplated hereby, will not result in any such violation or be in conflict with, or constitute,
with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order
or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of Borrower or the suspension, revocation,
impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to Borrower, its business
or operations or any of its assets or properties. Without limiting the foregoing, Borrower has obtained all waivers reasonably necessary
with respect to any preemptive rights, protective provisions, anti-dilution protections, rights of first refusal or similar rights, including
any notice or offering periods provided for as part of any such rights, in order for Borrower to consummate the transactions contemplated
hereunder without any third party obtaining any rights to cause Borrower to offer or issue any securities of Borrower as a result of
the consummation of the transactions contemplated hereunder.





(viii)        
Title to Assets. Borrower has good and marketable title
to its assets (real and personal), and good title to its leasehold estates, in each case subject to no lien or lease. Borrower is in
compliance with all material terms of each lease to which it is a party or is otherwise bound.





(ix)            
Capitalization. Borrower's authorized equity is 5,000
shares of common stock, 490 of which are owned by Sharon Lamb and 510 of which are owned by Lender. Except as contemplated by the Note,
there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar
rights) or agreements, orally or in writing, to purchase or acquire from Borrower any equity, or any securities convertible into or exchangeable
for equity of Borrower.





(x)               
Disqualifying Events. No "bad actor" disqualifying
event described in Rule 506(d)(l)(i)-(viii) of the Securities Act (a "Disqualification Event"), is applicable to Borrower
or, to Borrower's knowledge, any individual, corporation, partnership, trust, limited liability company, association or other entity,
with respect to Borrower as an "issuer" for purposes of Rule 506, listed in the first paragraph of Rule 506(d)(I) (each, a
"Company Covered Person"), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) is applicable.
Borrower has furnished to Lender, a reasonable time prior to the date hereof, a description in writing of any matters (i) with respect
to Borrower or (ii) known to Borrower, with respect to any Company Covered Person, in each case, that would have triggered disqualification
under Rule 506(d) but which occurred before September 23, 2013, in each case, in compliance with the disclosure requirements of Rule
506(e).





(xi)             
Litigation. There is no claim, action, suit, proceeding,
arbitration, complaint, charge or investigation (a "Claim") pending or to Borrower's knowledge, currently threatened
and no reasonable basis therefor known to Borrower: (a) against Borrower or any officer, director, employee or consultant of Borrower
arising out of their business relationship with Borrower


 




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(including,
without limitation, any Claim, allegation or settlement involving workplace harassment, discrimination or other misconduct of any current
or former officer, director, employee, consultant or other person affiliated with Borrower); (b) that questions the validity of this
Note or the right of Borrower to enter into them, or to consummate the transactions contemplated by them; or (c) to Borrower's knowledge,
that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is no Claim by Borrower
pending or which Borrower intends to initiate. For purposes of this Note, "Material Adverse Effect" means a material
adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results
of operations of Borrower.





(xii)            Intellectual
Property. Borrower owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes
(the "Borrower Intellectual Property") needed for Borrower's business as now conducted and as presently proposed to
be conducted, without any known infringement of the rights of others. Borrower has not received any communications alleging any
violation or potential violation of any of the Borrower Intellectual Property of any other individual, corporation, partnership,
trust, limited liability company, association or other entity and its officers are not aware of any violation or potential
violation.





(xiii)         
Financial Statements. Borrower shall deliver to Lender
its unaudited financial statements as of August 31, 2022 and for the fiscal year ended December 31, 2021 (collectively, the "Financial
Statements"). The Financial Statements fairly present in all material respects the financial condition and operating results
of Borrower as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except for the Note
or as set forth in the Financial Statements, Borrower has no material financial liabilities or obligations, contingent or otherwise,
including, without limitation, any accrued time-off or vacation time for its employees, in excess of $20,000 in the aggregate.


 





9.       
Waivers. Presentment for payment, demand, notice
of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this
Note are hereby waived.


 





10.
Successors and Assigns. The provisions of this Note shall bind and inure to the benefit of the respective successors and assigns
of each of the parties; provided that this Note may not be assigned by Borrower without Lender's prior written consent. Lender shall
have the right upon notice to Borrower to assign its interest in this Note.





 


11.  
Fees and Expenses. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys' fees
and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower's obligations hereunder not performed when due.


 


 


12.  
Severability. If any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable,
in whole or in part, or in any respect, or if any one or more of the provisions of this Note shall operate, or would prospectively operate,
to invalidate this Note, then such provision or provisions only shall be deemed to be null and void and of no force or effect and shall
not affect any other provision of this Note, and the remaining provisions of this Note shall remain operative and in full force and effect,
shall be valid, legal and enforceable, and shall in no way be affected, prejudiced or disturbed thereby.


 




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13.  
Governing Law; Venue. This Note shall be governed by, and construed and enforced in accordance with, the internal laws of the
State of Delaware. The parties hereby irrevocably consent and submit to the exclusive jurisdiction and venue of the federal district
court or state court of competent jurisdiction sitting in the State of Delaware for adjudication of any dispute concerning the Note and
all other documents provided for herein.





14.  
Enforcement of Rights. No delay or omission on the part of Lender in exercising or enforcing any right hereunder shall operate
as a waiver of any such right or of any other right hereunder and Lender's waiver of any such right on any one occasion shall not be
construed as bar to or waiver of any such right on any future occasion.





15.  
Amendment. This Note may not be modified or terminated orally, but only by a written instrument signed by the party or parties
against whom enforcement of any such modification or termination is sought.





16.   
Notice. Any notice to be given hereunder to either party shall be in writing and shall be sent by commercial courier (signature
required), or by United States registered or certified mail, return receipt requested, addressed to such party at the address set forth
in the first paragraph above or to such other address as either party may specify by notice to the other hereafter. Any such notice shall
be deemed given when delivered to the proper address.


 


 


[Signature
Page Follows]


  




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IN
WITNESS WHEREOF, Borrower has caused this Note to be executed as of the date and year first above written.


 


Borrower:


 


INNOVATIVE
OUTCOMES INC





/s/
Douglas K. Lamb 








By:
Douglas K. Lamb 


Its:
President


 




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SCHEDULE
A


 


LOAN
DRAWDOWNS, INTEREST RATE AND PAYMENTS OF PRINCIPAL


 


	 

     

    Date
	 

    Principal
    Amount Borrowed
	 

    Interest
    Rate
	Principal

    Amount
    Repaid
	 

    Interest
    Paid
	Principal
    Balance Outstanding	 

    Notation
    By

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






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