THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF MARCH 12,
2018 BY AND AMONG MICHAEL MCMILLAN (THE "SUBORDINATED CREDITOR"), CYNERGISTEK,
INC., A DELAWARE CORPORATION (THE "COMPANY"), CTEK SECURITY, INC., A TEXAS
CORPORATION ("CTEK SECURITY"), CTEK SOLUTIONS, INC., A CALIFORNIA CORPORATION
("CTEK SOLUTIONS"), DELPHIIS, INC., A CALIFORNIA CORPORATION ("DELPHIIS"), EACH
OTHER GUARANTOR PARTY THERETO FROM TIME TO TIME (TOGETHER WITH THE COMPANY, CTEK
SECURITY, CTEK SOLUTIONS, DELPHIIS, AND EACH OTHER OBLIGOR OF THE SENIOR DEBT,
THE "DEBTORS"), AND BMO HARRIS BANK N.A., A NATIONAL BANKING ASSOCIATION (THE
"SENIOR LENDER"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY
PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 12, 2018 AMONG THE
COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, EACH OTHER GUARANTOR PARTY
THERETO FROM TIME TO TIME AND THE SENIOR LENDER, AS SUCH CREDIT AGREEMENT MAY BE
AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO
INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER SUCH AGREEMENT AS PERMITTED BY
THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS
ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AGREEMENT.
AMENDED AND RESTATED PROMISSORY NOTE
$2,250,000.00March 12, 2018
WHEREAS, CynergisTek, Inc., a Delaware corporation (f/k/a Auxilio, Inc., a
Nevada corporation) ("CynergisTek"), CTEK Security, Inc., a Texas corporation
(f/k/a CynergisTek, Inc.) ("CTEK"), Michael Hernandez, an individual (f/k/a Dr.
Michael G. Mathews) ("Hernandez"), and Michael H. McMillan, an individual
("McMillan"), entered into a Stock Purchase Agreement dated as of January 13,
2017, pursuant to which CynergisTek (then known as Auxilio, Inc.) acquired all
of the shares of common stock of CTEK (then known as CynergisTek, Inc.) from
Hernandez and McMillan (the "Purchase Agreement");
WHEREAS, in connection with the Purchase Agreement, CynergisTek and McMillan
entered into a Promissory Note dated effective January 13, 2017 in the original
principal amount of $4,500,000 (the "Original Note");
WHEREAS, on or before the date hereof, CynergisTek paid McMillan $2,250,000 of
principal on the Original Note, as well as accrued but unpaid interest; and
4845-5886-3198.v2
WHEREAS, CynergisTek and McMillan desire to, and have determined it is in their
best interests to, amend and restate the Original Note.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties do hereby agree as follows:
FOR VALUE RECEIVED, CynergisTek, Inc., a Delaware corporation ("Maker"),
promises to pay to the order of Michael H. McMillan ("Payee"), in lawful money
of the United States of America, the principal sum of Two Million Two Hundred
Fifty Thousand and No/00 Dollars ($2,250,000.00), together with simple interest
payable on the unpaid principal balance at a rate equal to eight percent (8.00%)
per annum. Interest shall be calculated on the basis of a year of 365 days, and
charged for the actual number of days elapsed.