Exhibit 10.2

 

REVOLVING PROMISSORY NOTE

 

	
$1,500,000.00
    	
Colorado 
    
	
 
    	
, 2011
    


 

FOR VALUE RECEIVED, the undersigned, CORGENIX MEDICAL CORPORATION, a Nevada corporation (the “Maker”), hereby promises to pay to the order of LSQ FUNDING GROUP, L.C., a Florida limited liability company (“Lender”), at the office of the Lender at 1405 West Colonial Drive, Suite B, Orlando, Florida 32804, or such other place as the holder may designate in writing, the sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00) or such lesser amount as may be outstanding from time to time, together with interest thereon at the rate provided below, such principal sum and interest thereon to be paid as provided herein. All sums due under this Note, whether principal or interest, shall be paid in United States Dollars and immediately available funds on the date and at the place payment is due. All payments shall be applied first to accrued interest and then to principal.

 

Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Revolving Credit and Security Agreement of even date herewith executed by Maker in favor of Lender (the “Loan Agreement”).

 

Interest shall accrue daily on the Average Unpaid Daily Principal Balance (as defined below) commencing on the date hereof at a rate equal to 0.043% per day. For purposes hereof, the “Average Unpaid Daily Principal Balance” for any Interest Period shall be calculated by (a) adding the outstanding principal balance under this Note on each day in such Interest Period, and (b) dividing such sum by the total number of days in such Interest Period. For purposes of determining the outstanding principal balance under this Note on a particular day, (i) any Advance that is funded to the Borrower shall be included in the calculation of outstanding principal balance under this Note on the date of funding, (ii) any payment that is received by Lender directly from Borrower on or before 2:00 p.m. (local time Orlando, Florida) shall not be included in the calculation of outstanding principal balance under this Note on such date, and (iii) any payment that is received by Lender directly from Borrower after 2:00 p.m. (local time Orlando, Florida) shall be deemed received on the Business Day immediately following the date of receipt by Lender. Each “Interest Period” shall commence on the first day of a calendar month and end on the last day of such calendar month; provided (x) the first Interest Period shall commence on the date of this Note and (y) any Interest Period that would extend past the maturity date of this Note shall end on the maturity date of this Note. Upon the occurrence of an Event of Default, this Note shall, at the option of the Lender, bear interest at the Default Rate.

 

Interest accrued on Advances shall be due and payable on (i) the first day of each month for the immediately preceding month, computed through the last calendar day of the preceding month; and (ii) on the Termination Date. The outstanding principal amount of the Revolving Loan shall be repaid as follows: Any portion of the Revolving Loan shall be paid by Borrower to Lender immediately upon each receipt by Lender or Borrower of any proceeds of any Accounts, to the extent of such proceeds. Lender may apply all proceeds of Accounts or other Collateral received by Lender and all other payments in respect of the Obligations to the

 

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Revolving Loan whether or not then due or to any other Obligations then due, in whatever order or manner Lender shall determine. IN ANY EVENT, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE, AND ALL ACCRUED BUT UNPAID INTEREST THEREON, SHALL BE DUE AND PAYABLE ON THE TERMINATION DATE.

 

Nothing contained herein shall entitle the holder of this Note to demand or collect interest or charges in the nature of interest in excess of that permitted by law and if any such excess is collected, it shall be promptly paid to the Maker together with interest thereon at the highest lawful rate in effect at the time of such overcharge.

 

This Note may be prepaid in whole or in part without penalty at any time. Any partial prepayment shall be applied first against accrued but unpaid interest and then against principal in inverse order of maturity.

 

After maturity, whether normal maturity or upon acceleration, the unpaid principal balance of this Note and, to the extent permitted by law, any accrued but unpaid interest thereon, shall accrue interest until paid in full at the Default Rate.

 

The Maker agrees to pay the holder on demand a late charge of five percent (5%) of any amount payable hereunder which is not paid within ten (10) days after its due date. The parties acknowledge that such charge is necessary and reasonable to compensate the holder for additional administrative expenses relating to the delinquent payment.

 

This Note is secured in part by and entitled to the benefit of the Loan Agreement.

 

The Maker and all endorser and guarantors of this Note, now or hereafter becoming liable hereon, waive demand, presentment, protest and notice of protest and dishonor and all other notices or requirements which might otherwise be necessary to bind them.

 

If the Maker defaults under this Note, it shall be obligated to pay all costs, including reasonable attorneys’ fees, incurred by the holder in pursuing its remedies hereunder and under any instrument securing this Note, including costs and fees on appeal and in insolvency proceedings.

 

This Note shall be governed by the laws of Florida.

 

WAIVER OF JURY TRIAL. MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, 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 LENDER EXTENDING CREDIT TO THE MAKER.

 

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IN WITNESS WHEREOF, Maker has caused this Note to be signed in its name, by its duly authorized representative as of the date set forth above.

 

	
 
    	
CORGENIX   MEDICAL CORPORATION,
    
	
 
    	
a   Nevada corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William H. Critchfield
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
William   H. Critchfield
    
	
 
    	
 
    	
 
    
	
 
    	
Its:
    	
Senior   Vice President Operations and Chief Financial Officer
    


 

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