Exhibit 10.2


 





PROMISSORY NOTE A


 


FOR VALUE RECEIVED, URGEMEDICAL
GROUP INC., a Virginia corporation ("Buyer"), as of April 1, 2016 (the “Effective Date”),
promises to pay to the order of ACSH URGENT CARE HOLDINGS, LLC and ACSH PRIMARY CARE HOLDINGS, LLC, each a Delaware
limited liability company (collectively, "Sellers"), c/o American Caresource Holdings, Inc., Attention:
Adam S. Winger, President and Chief Executive Officer, at 55 Ivan Allen Jr. Blvd., Suite 510, Atlanta, Georgia 30308, or at such
alternate address as Sellers may provide Buyer in writing, from time to time, the principal sum of ONE HUNDRED SIXTY THOUSAND and
NO/100 DOLLARS ($160,000.00), with interest accruing on the unpaid balance of such principal sum from the date hereof, at the rate
per annum and on the additional terms and subject to the conditions described herein.


 


This Promissory Note is made pursuant to
that certain Equity Purchase Agreement, dated April 1, 2016 by and among Sellers, Buyer and Payam Herischi (the "Guarantor").


 


1.                 
Accrual of Interest. The unpaid principal balance of this Promissory Note (the “Note”)
shall bear simple interest at a fixed interest rate of 1.5% per annum (the “Interest Rate”). The Interest
Rate will be computed on the basis of the actual number of days elapsed over an assumed year of 360 days, meaning that the interest
accrued for each day will be computed by multiplying the Interest Rate applicable on that day by the unpaid principal balance on
that day and dividing the result by 360. Notwithstanding any provision herein to the contrary, in no event shall the Interest Rate
exceed the rate allowable under any applicable statute or law. If the Interest Rate is determined to exceed the rate allowable
under any applicable statute or law, the Interest Rate shall be the maximum allowed by any such statute or law.


 


2.                 
Payments of Principal and Interest. Subject to Section 3 below, payments of principal and interest
shall be made as follows:


 


(a)               
 On the 90th day following the Effective Date, $50,000 plus all accrued interest shall be due and payable; and


 


(b)              
On the 150th day following the Effective Date, the entire outstanding principal balance, plus all unpaid interest accrued
shall be due and payable.


 


3.                 
Discount for Early Payment. Notwithstanding anything to contrary contained herein, if, prior to the 90th day
following the Effective Date, Buyer pays principal of $150,000, plus all accrued but unpaid interest through the date of such payment,
this Note shall be deemed to be satisfied in full.


 


4.                 
Guarantees and Security. The indebtedness evidenced by this Note are guaranteed and secured by and pursuant
to the terms and conditions of (i) that certain Pledge Agreement, dated as of the Effective Date, by and between Sellers and Buyer
and (ii) that certain Guaranty, dated as of the Effective Date, by and between Sellers and Guarantor (collectively, the "Security
Documents"). All of the terms and provisions of the Security Documents are incorporated herein by reference.


 



    

     

    




5.                 
Late Payment Penalty. Upon the failure of Buyer to pay in full any installment due hereunder within five days
of the due date for such installment, a late payment penalty of One Hundred Dollars ($100) (the "Late Payment Amount")
shall immediately be charged to Buyer and Buyer shall pay the Late Payment Amount to Sellers within ten days of the original due
date of such installment. The imposition of the Late Payment Amount shall be in addition to any other rights and remedies of Seller
under this Note upon the occurrence of any other Event of Default (as defined in Section 6).


 


6.                 
Events of Default. Buyer shall be deemed in default under the terms of this Note upon the occurrence of any
of the following events (each, an "Event of Default"):


 


(a)               
The failure of Buyer to pay any installment of principal, interest or any other amount due under this Note within 10 days
of the date such payment is due;


 


(b)              
The occurrence of an "Event of Default" under Promissory Note B, as such term is defined in that certain Promissory
Note B, dated as of the Effective date, by and between Sellers and Buyer;


 


(c)               
Buyer (i) admits in writing its inability to pay its debts as they mature; (ii) makes a general assignment for the benefit
of creditors; (iii) is adjudicated bankrupt or insolvent; or (iv) files a voluntary petition in bankruptcy or a petition or an
answer seeking reorganization, or an arrangement with creditors, or to take advantage of any insolvency law or an answer admitting
the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or action shall
be taken by Buyer for the purpose of effecting any of the foregoing;


 


(d)              
An order, judgment or decree is entered, with or without the application, approval or consent of Buyer, by any court of
competent jurisdiction, approving a petition seeking reorganization of Buyer or of all or a substantial part of its assets, and
such order, judgment or decree continues unstayed and in effect for any period of consecutive days; or


 


(e)               
If any action is voted or taken for (i) the voluntary dissolution or liquidation of Buyer or of all or substantially all
of its assets, (ii) the consolidation, merger or other combination of Buyer with or into any other corporation, firm, partnership
or other entity; or (iii) the sale of all or a substantial portion of the assets of Buyer.


 


7.                 
Acceleration. Upon the occurrence of an Event of Default, the entire unpaid indebtedness of this Note, including,
without limitation, all principal then outstanding together with accrued interest on such principal, shall, at the option of Seller
immediately become due and payable without notice.


 


8.                 
Covenants. Buyer (a) upon an Event of Default, shall pay all costs and expenses (including reasonable attorneys’
fees and expenses) incurred by Sellers in collecting or attempting to collect under this Note; (b) waives demand, presentment,
protest, notice of protest, suit and all other requirements necessary to hold Buyer liable hereunder; and (d) agrees that time
of payment may be extended or renewal note taken or other indulgence granted without notice of or consent to such action, without
release of liability as to Buyer.


 



    2 


     

    




9.                 
Non-Waiver. No delay on the part of Sellers, or the holder hereof, in exercising any power or right hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of any power or right hereunder preclude other or further
exercises thereof or the exercise of any other power or right. All rights and remedies of the holder hereof shall be cumulative
and may be exercised consecutively or concurrently.


 


10.             
Optional Prepayment. Buyer shall have the privilege to prepay all or any portion of the principal amount hereof,
at any time, without premium or penalty. Any partial prepayment of principal shall be applied to the principal installments last
falling due hereunder and shall not defer payment of installments next due and payable as originally provided herein.


 


11.             
Modification. Sellers, or the holder hereof, shall not be deemed to have modified, terminated, discharged
or waived any of the rights hereunder unless such modification, termination, discharge or waiver be in writing and signed by such
Seller or holder.


 


12.             
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Virginia
without regard to its conflicts-of-law principles.


 


 


 


 


[Signature page follows]


 


 


 


 



    3 


     

    




IN WITNESS WHEREOF, the undersigned
has executed this Promissory Note A on the Effective Date.


 





	 	BUYER:	 
	 	 	 
	 	URGEMEDICAL GROUP INC., a Virginia corporation 
	 	 	
	 	 	 
	 	By:	 
	 	Name:	Payam Herischi
	 	Title:	President
	 	 	
	 	 	 
	 	 	 
	 	SELLERS:
	 	 	 
	 	 	 
	 	ACSH URGENT CARE HOLDINGS, LLC 

ACSH PRIMARY CARE HOLDINGS, LLC, 

each a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	 
	 	Name: 	Adam S. Winger
	 	Title:	 President and Chief Executive Officer







 



 


 


 




4