Nobilis Health Corp.: Exhibit 10.3 - Filed by newsfilecorp.com






SECOND AMENDED AND RESTATED PROMISSORY NOTE 

	$1,692,565.00 	  	  
	January 1, 2011 
	Amended and Restated March 6, 2012 
	Second Amend and Restated March 6, 2013 
	Houston, Texas 


WHEREAS, pursuant to a certain Stock Purchase Agreement
entered into between Northstar Healthcare Subco, LLC (“Obligor”) and Donald
Kramer, M.D. (the “Holder”), the Obligor issued a Promissory Note dated January
1, 2011, made by the Obligor in favor of the Holder in the original principal
amount of TWO MILLION NINETY-TWO FIVE HUNDRED SIXTY FIVE ($2,092,565.00) (the
“Existing Note”); and, 

WHEREAS, the Existing Note was amended on March 6, 2012
to extent the payment date to December 31, 2013 in consideration for Obligor’s
early payment of four hundred thousand dollars ($400,000.00); 

WHEREAS, in consideration of the Obligor increasing on
January 1, 2014 the interest rate from five and twenty-five hundredths percent
(5.25%) per annum to six and twenty-five hundredths percent (6.25%) per annum,
the Holder has agreed to extend the date upon which the Obligor shall retire the
principal amount from December 31, 2013 until December 31, 2014; 

WHEREAS, in further consideration of the Obligor’s grant
of an acceleration option to the Holder; and, 

WHEREAS, the Obligor hereby acknowledges and agrees that
simultaneously with the Obligor’s execution and delivery of this Note to the
Holder, the Holder has agreed to deliver, and has in fact delivered, to the
Obligor (a) the Existing Note, marked “cancelled” (a copy of which is attached
as Exhibit A) and (b) the Amended Note, marked “cancelled” (a copy of
which is attached as Exhibit B); and, 

WHEREAS, this Note amends and restates in its entirety
the Amended Note and the Existing Note.

NOW THEREFORE, FOR VALUE RECEIVED, Obligor hereby
executes and delivers this Amended and Restated Promissory Note (the “Promissory
Note” or “Note”) in favor of Holder and hereby promises to pay to Holder, its
designees or permitted assigns, the principal sum of ONE MILLION SIX HUNDRED
NINETY TWO THOUSAND FIVE HUNDRED SIXTY FIVE United States dollars
($1,692,565.00) (the “Principal Amount”), together with accrued and unpaid
interest at a rate per annum of five and twenty-five hundredths percent (5.25%)
through December 31, 2013, and commencing as of January 1, 2014 through and
including such dates as herein provided at a rate per annum of six and
twenty-five hundredths percent (6.25%) . Interest shall be computed on the basis
of a 360-day year consisting of twelve 30-day months for the actual number of
days elapsed. 

	 	1. 	
      Payment. On or before December 31, 2014, Obligor
      shall retire the Principal Amount, plus accrued and unpaid interest on
      such Principal Amount computed from January 1, 2011. During the term of
      this Promissory Note, Obligor shall make interest payments to Holder on a
      monthly basis. Obligor reserves the right to prepay this Note (in whole or
      in part), with no prepayment penalty.








	 	(a) 	
      Notwithstanding the foregoing, Obligor shall retire any
      outstanding indebtedness under the Promissory Note within 30 days of the
      occurrence of either of the following events:



(i) Obligor, or any related entity,
raises capital in the equity markets in an aggregate amount of $5,000,000 or
more; or 

(ii) Obligor reports on its financial
statements for the year ended 2013, annual EBITDA of $5,000,000 or more. 

	 	(b) 	
      At any time after December 31, 2013 Holder may declare
      this Promissory Note immediately due and payable and within two business
      days from the Obligor’s receiving notice of Holder’s written demand for
      payment (“Notice Date”), Obligor shall pay the Principal Amount together
      with any accrued and unpaid interest; however, the Holder’s
      exercise of this clause will result in the following penalty: the
      Principal Amount will be reduced by a sum equal to: (a) one percent (1%)
      of the Principal Amount multiplied by (b) a faction equal to the number of
      days elapsed between January 1, 2014 and the Notice Date divided by three
      hundred sixty-five. (For example, if the Notice Date is February 1,
      2014 then the amount subtracted from the Principal Amount would be
      $1,298.41, calculated as $16,925.651 multiplied
      by (28/365)).




	 	2. 	
      Method of Payment. Obligor shall pay all amounts
      payable under this Promissory Note in U.S. Dollars by check delivered to
      Holder at such place as Holder shall designate to Obligor in
    writing.

	 	 	 	 
	 	3. 	
      Security. Holder shall have a first lien on all of
      the assets of Palladium for Surgery – Dallas, Ltd. to secure payment under
      this Promissory Note. Obligor shall execute all necessary instruments to
      allow Holder to perfect such security interest.

	 	 	 	 
	 	4. 	
      Presentment Waived. Obligor hereby expressly
      waives presentment for payment, demand, notice of dishonor, protest and
      notice of protest. Acceptance by Holder of any payment that is less than
      the full amount then due and owing hereunder shall not constitute a waiver
      of Holder’s right to receive payment in full at such time or at any prior
      or subsequent time.

	 	 	 	 
	 	5. 	
      Events of Default.

	 	 	 	 
	 		(a) 	
      If an event of the type described in Section 4(b) or 4(c)
      of this Promissory Note occurs (each of such events being referred to
      herein as an "Event of Default") then the Holder, by written notice to
      Buyer, may declare this Promissory Note immediately due and payable,
      provided, however, that if such event is of a type described in Section
      4(c) (also, an "Event of Default") this Promissory Note shall be
      immediately due and payable.




	1
      1% of the of the Principal Amount 	 


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	 		(b) 	
      It shall be an Event of Default if Buyer fails to make
      any payment of principal or interest with respect to this Promissory Note
      within ten (10) days after the date which such payment is due;

	 	 	 	 	 
	 		(c) 	
      It shall be an Event of Default if Buyer defaults in the
      performance of any term, covenant, agreement, condition, undertaking or
      provision of this Note; and (except in the case of defaults in payment
      under Section 4(b)) such default is not cured or waived within fifteen
      (15) days after notice from Holder to Buyer of such default.

	 	 	 	 	 
	 		(d) 	
      It shall be an Event of Default if Buyer:

	 	 	 	 	 
	 			(i) 	
      commences any case, proceeding or other action under any
      existing or future law or any jurisdiction, domestic or foreign, relating
      to bankruptcy, insolvency, reorganization or relief of debtors, seeking to
      have an order for relief entered with respect to it; or seeking to
      adjudicate it a bankrupt or insolvent; or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or other such relief with respect to it or its debts; or seeking
      appointment of a receiver, trustee, custodian or other similar official
      for it or for all or any substantial part of its assets ("bankruptcy
      action"); or

	 	 	 	 	 
	 			(ii) 	
      becomes the debtor named in any bankruptcy action which
      results in the entry of an order for relief or any such adjudication or
      appointment which order remains undismissed, undischarged or unbonded for
      a period of ninety (90) days; or

	 	 	 	 	 
	 			(iii) 	
      takes any action in furtherance of, or indicating its
      consent to, approval of, or acquiescence in, any of the acts set forth in
      clause (i) or (ii) above; or

	 	 	 	 	 
	 			(iv) 	
      makes a general assignment for the benefit of its
      creditors.

	 	 	 	 	 
	 	6. 	
      Interpretation. The headings and captions in this
      Promissory Note are for convenience of reference only and shall not
      control or affect the meaning or construction of any provisions
    hereof.

	 	 	 	 	 
	 	7. 	
      Notices. All notices and other communications
      required or permitted to be given hereunder shall be in writing and shall
      be (i) delivered by hand, (ii) delivered by a reputable commercial
      overnight delivery service, or (iii) transmitted by email, in each case,
      sent to the physical or e- mail address set forth below. Any party may
      change its physical and/or e-mail address by written notice to the other
      party in accordance with this provision. The addresses and e-mail
      addresses of Holder and Buyer are as follows:




	 	Obligor: 	Northstar Healthcare Subco, LLC 	Holder: 	Donald L. Kramer 
	 	  	4120 SW Frwy, suite 150 	  	3033 Chevy Chase 
	 	  	Houston, TX 77042 	  	Houston, TX 77019 


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	 	8. 	
      Litigation Expense. The prevailing party in any
      action or proceeding (i) to collect payment on this Promissory Note, (ii)
      in connection with any dispute that arises as to its enforcement,
      validity, or interpretation, whether or not legal action is instituted or
      prosecuted to judgment, or (iii) to enforce any judgment obtained in any
      related legal proceeding, shall be entitled to all costs and expenses
      incurred, including attorney fees.

	 	 	 
	 	9. 	
      Venue. The terms of this Promissory Note shall be
      governed by the internal laws of the State of Texas.

	 	 	 
	 	10. 	
      Waivers. No failure, delay or course of dealing on
      the part of Holder in exercising any right, power or privilege under this
      Promissory Note shall operate as a waiver thereof nor shall any single or
      partial exercise of any right, power or privilege hereunder preclude the
      simultaneous or later exercise of any other right, power or privilege
      under this Promissory Note. The rights and remedies herein expressly
      provided are cumulative and not exclusive of any rights or remedies which
      Holder would otherwise have. No notice to or demand on Buyer in any case
      shall entitle Buyer to any other or further notice or demand in related or
      similar circumstances requiring such notice.




	 	OBLIGOR 
	 	NORTHSTAR HEALTHCARE SUBCO, LLC. 
	 	  
	 	  
	 	  
	 	By:
      /s/ Harry J. Fleming 
	 	       Harry J. Fleming,
      Chief Financial Officer 
	 	  
	 	  
	 	  
	 	  
	 	HOLDER 
	 	  
	 	  
	 	By:
      /s/Donald Kramer 
	 	       Donald L. Kramer,
      M.D. 


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Exhibit A 

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