EX-10.15 19 ex10-15.htm





IMAC Holdings, Inc.

1605 Westgate Circle

Brentwood, TN 37027


The Edward S. Bredniak Revocable Trust

u/a dated 8/14/2015


Principal: Up to $2,000,000

Rate: 10.00%

Loan Date: 06/1/2018

Maturity: 11/30/2018


PROMISE TO PAY. IMAC Holdings, Inc. (“Borrower”) promises to pay to The Edward S. Bredniak Revocable Trust u/a dated 8/14/2015 (“Lender”), or order, in lawful money of the United States of America, the amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.


ADVANCE. Requested amounts must be in increments of Fifty Thousand & 00/100 Dollars ($50,000.00) and requested in writing with one week notice to Lender. The first Advance must be in an amount that, when added to the Existing Debt, creates a balance rounded to the nearest thousands.


EXISTING DEBT. Any outstanding debt balance existing between Borrower and Lender must be retired. The current debt obligation of $379,675.60 shall be converted into the terms of this Promissory Note, and any prior note(s) shall be null and void.

PAYMENT. Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the update principal balances as described in the “INTEREST CALCULATION METHOD” paragraph at the earliest occurrence of the events described in this paragraph: the date of a change of ownership control, the closing of an equity sale over Two Million & 00/100 Dollars ($2,000,000.00), or November 30, 2018, with interest calculated on the unpaid balances using the Rate. Unless otherwise agreed or required by applicable law, payments will be applied first to any late charges; then to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or such other place as Lender designates in writing.


INTEREST CALCULATION METHOD. Interest on this Note is computed on a 360/360 simple interest basis; that is, by applying the ratio of interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.


PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Lender payments market “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to Lender address of record.


INTEREST AFTER DEFAULT. Upon default and so long as in default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.00% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.


DEFAULT. Subject to the core provisions below, each of the following shall constitute an event of default (“Event of Default”) under this Note:




Payment Default. Borrower fails to make any payment when due under this Note.


Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.


Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property of Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.


False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower under this Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.


Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made) any member withdraws from Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, of the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor or Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by the Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.


Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within five (5) days; or (2) if the cure requires more than five (5) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.


COLLATERAL. Borrower acknowledges this Note is secured by Assets of IMAC Holdings, LLC.


ATTORNEY’S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law. Lender’s reasonable attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.


JURY WAIVER. Lender and Borrower herby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.


GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Kentucky without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Kentucky.




LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer print-outs.


SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.


GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.




BORROWER: IMAC Holdings, LLC   LENDER: The Edward S. Bredniak Revocable Trust
      u/a dated 8/14/2015
By: /s/ Jeff Ervin   By: /s/ Edward S. Bredniak
  Jeff Ervin, CEO     Edward S. Bredniak, Trustee