EXHIBIT 10.1



 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	$1,200,000	 	Dated
    as of February 23, 2015
	 	 	Los Angeles,
    California


 


Targeted
Medical Pharma, Inc. (the “Maker”) promises to pay to the order of Shlomo Rechnitz or his registered assigns
or successors in interest (the “Holder”), or order, the principal
sum of One Million Two Hundred Thousand Dollars ($1,200,000) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or
as otherwise determined by the Maker to such account as the Holder may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1. Principal.
The unpaid principal and accrued interest shall be payable in monthly installments of $52,109.91, beginning on March 22, 2015,
and continuing until February 22, 2017 (the “Due Date”).


 


2. Interest.
Interest shall accrue at a rate of 4% per annum on the unpaid principal balance of this Note.


 


3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges,
then to the payment of interest on the unpaid principal and finally to the reduction of the unpaid principal balance of this Note.


 


4. Events
of Default. The following shall constitute Events of Default:


 


(a) Failure
to Make Required Payments. Failure by Maker to pay the principal and interest of this Note within five (5) business days following
the date when due.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 




    	 



    	 



    


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


(d) David
S. Silver, M.D. shall cease to serve as an employee of the Company; provided, however that no Event of Default shall
occur if (i) Dr. Silver is earlier terminated by the Company for Cause or as a result of death or (ii) the Company appoints a
qualified successor that is reasonably acceptable to the Holder within 90 days of the termination date


 


(e) William
E. Shell, M.D. shall return as an employee of the Company.


 


5. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a), Holder may, by written notice to Maker, declare this Note to
be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums
payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action
on the part of Holder.


 


6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Holder under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy
or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Holder.


 


7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Holder with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 




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8. Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by telefacsimile or (v) to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If
to Maker:


Targeted
Medical Pharma, Inc.


2980 Beverly
Glen Circle, Suite 301


Los Angeles,
California 90077


 


If
to Holder:


Shlomo
Rechnitz


C/O
Devora Pinson


5900
Wilshire Blvd., Suite 2600


Los
Angeles, California 90036


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 


9.
 Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC, INTERNAL LAW, BUT NOT
THE LAW OF CONFLICT OF LAWS, OF THE STATE OF CALIFORNIA.


 


10.
 Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive
Officer the day and year first above written.


 


	 	TARGETED MEDICAL PHARMA, INC.
	 	 	 
	 	By:	/s/
    Kim Giffoni
	 	Name:	Kim Giffoni
	 	Title:	Chief Executive Officer




 



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