8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2022

Healthcare Business Resources Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-56214	84-3639946
(State or other jurisdiction of Incorporation or Organization)	(Commission  File Number)	(I.R.S. Employer Identification No.)

718 Thompson Lane, Suite 108-273 Nashville, TN	37204
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 615-856-5542

____________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 1, 2022, Healthcare Business Resources Inc. (the “Company”) issued to Joel Arberman (the “Lender”) a Secured Convertible Promissory Note in the aggregate principal amount of $100,000 (the “Note”) whereby pursuant to the Note the Lender established for a period extending twelve months from the date of execution of the Note and terminating on July 1, 2023 (the “Maturity Date”) a revolving line of credit (the “Credit Line”) in the principal amount of One Hundred Thousand Dollars ($100,000.00). Interest on the Note will accrue at a rate of 8.0% per annum, beginning on July 1, 2022 until the principal amount and all accrued but unpaid interest shall have been paid or converted into shares of Company common stock. Interest shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of the Note. The outstanding principal and interest on the note is due and payable on the Maturity Date. To secure the obligations under the Note, Stephen Epstein, the Company’s chief executive officer, granted to the Lender a security interest in all of his shares of common stock in the Company, consisting of 11,000,000 shares of common stock, pursuant to a separate stock pledge, security and guarantee agreement (“Stock Pledge Agreement”) executed by Mr. Epstein in favor of the Lender.

The Note contains customary representations, warranties and covenants of the Company and the Lender.

Any request for an advance under the Credit Line (“Advance”) may be made from time to time and any requested Advance will not, when added to the outstanding principal balance of all previous Advances, exceed One Hundred Thousand Dollars ($100,000.00). Funds obtained pursuant to the Note shall be used to pay expenses approved by the Lender.

The Note also confers certain rights to the Lender including the right to appoint two members to the Company’s Board of Directors as long as there is any outstanding balance due on the Note, and no change shall be made to the number of members of the Board of Directors without the approval of the two members appointed by the Lender. As of the date of this Report on Form 8-K, this right has not yet been exercised by the Lender. The Lender also has a conversion right, as described below.

The Note contains customary events of default, as defined in the Note (each, an “Event of Default”). If any Event of Default occurs, then, at any time thereafter and while such Event of Default is continuing, the Lender may require the Company to redeem (regardless of whether such Event of Default has been cured) all or any portion of the Note and until the Default Redemption Amount (as defined in the Note) (together with late charges thereon) is paid in full pursuant to and in accordance with the terms set forth in the Note, the outstanding balance (together with any late charges thereon), may be converted, subject to certain exceptions, in whole or in part from time to time, at the election of the Lender, into the Company’s common stock pursuant to the conversion terms of the Note. The principal amount of the Note and any accrued interest thereon may be converted, in whole or in part, into shares of common stock of the Company at a conversion price of $.01 per share. Assuming full conversion of the entire principal amount of the Note and accrued interest on the Maturity Date (excluding any late charges or other potential costs or fees), the Company anticipates that it would issue 10,832,800 shares of Company common stock upon a conversion.

The foregoing descriptions of the Note and the Stock Pledge Agreement are not intended to be complete and are qualified in their entirety by the full text of the Note, a copy of which is attached hereto as Exhibit 4.1, and the Stock Pledge Agreement, a copy of which is attached hereto as Exhibit 10.1, each of which is incorporated herein by reference.

The Company offered and sold the Note to the Lender in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information set forth above under Item 1.01 is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth above under Item 1.01 is incorporated by reference in this Item 3.02. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
4.1	Convertible Promissory Note dated July 1, 2022
10.1	Stock Pledge Agreement dated July 1, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHCARE BUSINESS RESOURCES INC.
Dated: July 6, 2022	By:
	Name:	Stephen Epstein
	Title:	Chief Executive Officer and Chief Financial Officer

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EX-4.1

 EXHIBIT 4.1

SECURED CONVERTIBLE PROMISSORY NOTE

(“CREDIT LINE NOTE”)

THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL TO THE HOLDER OF THESE SECURITIES, STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT.

Issuance Date: July 1, 2022  U.S. $100,000.00

FOR VALUE RECEIVED, Healthcare Business Resources, Inc, Delaware corporation (the “Borrower”), hereby promises to pay to the order of Joel Arberman, or his registered assigns (the “Lender”), the initial principal sum of $100,000.00 (the “Credit Limit”), in accordance with the terms of this Credit Line Note. Lender hereby establishes for a period extending twelve months from the date of execution of this note (July 1, 2023) (the “MATURITY DATE”) a revolving line of credit (the “CREDIT LINE”) in the principal amount of One Hundred Thousand Dollars ($100,000.00).

1. ADVANCES. Any request for an Advance may be made from time to time and any requested Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit. Requests for Advances must be in writing by such officer of Borrower authorized by it to request such Advances. Funds shall be advanced on a per invoice basis and shall be used to pay accounting, audit, legal and other approved expenses to ensure the Borrower satisfies the reporting requirements of the Securities and Exchange Commission. Lender may refuse to make any requested Advance if an event of default has occurred and is continuing hereunder either at the time the request is given or the date the Advance is to be made, or if an event bas occurred or condition exists which, with the giving of notice or passing of time or both, would constitute an event of default hereunder as of such dates.

The funds from the Advances will be used by the Borrower for invoices submitted for services rendered on or after the execution of this Credit Line Note, and no existing debt shall be paid out of the Credit Line unless approved in writing at the discretion of the Lender. All legal fees incurred in connection with the preparation of the Credit Line Note and related documents shall be the responsibility of the Borrower, and such fees will be paid from an Advance under the terms of the Credit Line Note.

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2. INTEREST; INTEREST RATE; SECURITY FOR PAYMENT. Interest on the outstanding balance shall accrue from the date set forth above as the Issuance Date (the “Issuance Date”) at the rate of eight percent (8%) per annum. All Interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares, as provided for herein, and delivered to Lender at the address furnished to the Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid Interest, and thereafter to (d) principal. To secure the obligations when due hereunder, the Stephen Epstein, the Borrower’s CEO, hereby grants to Lender a security interest in all of his common stock in Borrower, consisting of 11,000,000 shares of common stock, pursuant to the Stock Pledge Agreement, a copy of which is attached as Exhibit A hereto and incorporated herein for all purposes.

3. CONVERSION OF NOTE. Upon a Triggering Event, (defined as any of the events listed in Section 4 below) this Note is convertible at the Borrower’s discretion into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 3.

3.1. Conversion Right.

(a) At any time or times on or after the Issuance Date, upon the occurrence of a Triggering Event the Lender shall have the right to convert the unpaid Principal Amount plus all accrued and unpaid interest on this Note on the conversion date into validly issued, fully paid and non-assessable shares of Common Stock (hereinafter, the “Conversion Shares”), calculated using the Conversion Price (which shall be $.01 per share).

(b) The Borrower shall not issue any fraction of a share of Common Stock upon any conversion. All shares issuable upon each conversion of this Note shall be aggregated for purposes of determining whether such conversion would result in the issuance of a fractional share. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Borrower shall round such fraction of a share of Common Stock up to the nearest whole share. The Borrower shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Conversion Shares.

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3.2. Conversion Price. The number of Conversion Shares issuable upon conversion of any portion of the unpaid Principal Amount plus all accrued and unpaid interest on this Note on the conversion date pursuant to Section 3.1(a) shall be determined by dividing (x) the applicable Conversion Amount by (y) the Conversion Price (such formula is referred to herein as the “Conversion Rate”).

3.3. Mechanics of Conversion.

(a) Conversion by the Lender. To convert the Conversion Amount into shares of Common Stock on any date, the Lender shall deliver (whether via email, facsimile or otherwise), on such date (a “Conversion Date”), a copy of an executed notice of conversion substantially in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Borrower. On or before five business days following the date of receipt of a Conversion Notice, the Borrower shall transmit by facsimile or email an acknowledgment of confirmation, of receipt of such Conversion Notice to the Lender and the Borrower’s transfer agent (the “Transfer Agent”). The Borrower shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Lender or its designee, for the number of Conversion Shares to which the Lender shall be entitled. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(b) Assurances with Respect to Conversion Rights. The Borrower shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower, but shall at all times in good faith assist in the carrying out of all of the provisions of this Note and in taking all of such actions as may be necessary or appropriate in order to protect the conversion rights of the Lender against impairment.

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4. RIGHTS UPON EVENT OF DEFAULT.

4.1. Event of Default. Each of the following events shall constitute an “Event of Default”:

(a) Failure to Pay. The Borrower shall fail to make any payment when due and payable under the terms of this Note including, without limitation, any payment of costs, fees, interest, principal, or other amount due hereunder.

(b) Failure to Deliver or Process Shares. The Borrower (or its Transfer Agent, as applicable) (i) fails to issue Conversion Shares by the Delivery Date; (ii) announces (or threatens in writing) that it will not honor its obligation to issue shares to Lender; (iii) fails to transfer or cause its Transfer Agent to transfer or issue Conversion Shares issued to the Lender upon conversion of or otherwise pursuant to this Note as and when required by this Note; (iv) directs its Transfer Agent not to transfer, or delays, impairs, and/or hinders its Transfer Agent in transferring or issuing (electronically or in certificated form, as applicable) any Conversion Shares to be issued to the Lender upon conversion of or otherwise pursuant to this Note as and when required by this Note; or (v) as applicable, fails to remove (or directs its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares (or makes any written announcement, statement or threat that it does not intend to honor any such obligations).

(c) Judgment. A final judgment or judgments for the payment of money aggregating in excess of $10,000 are rendered against the Borrower and which judgments are not, within thirty (30) calendar days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within thirty (30) calendar days after the expiration of such stay.

(d) Breach of Obligations; Covenants. The Borrower shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note.

(e) Breach of Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Borrower to the Lender in writing included in this Note, or as an inducement to the Lender to enter into this Note shall be false, incorrect, incomplete or misleading when made or furnished or becomes false thereafter.

(f) Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for, or consent to, or otherwise be subject to, the appointment of a receiver, trustee, liquidator, assignee, custodian, sequestrator, or other similar official for a substantial part of its property or business.

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(g) Failure to Pay Debts. If any of the Borrower’s assets are assigned to its creditors, or upon the occurrence of any default under, redemption of or acceleration prior to maturity of any Indebtedness of the Borrower in an amount equal to $10,000 or more.

(h) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower.

(i) Liquidation. Any dissolution, liquidation, or winding up of the Borrower or any substantial portion of its business.

(j) Cessation of Operations. Any cessation of operations by the Borrower or the Borrower admits it is otherwise generally unable to pay its debts as such debts become due; provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

(k) Governmental Action. If any governmental or regulatory authority takes or institutes any action against the Borrower or an executive officer or director of the Borrower, that will materially affect the Borrower’s financial condition, operations or ability to pay or perform the Borrower’s obligations under this Note.

(l) Share Reserve. The Borrower’s failure to maintain adequate authorized common stock to be able to issue the Conversion Shares (the “Share Reserve).

(m) Resignation of CEO. The resignation or termination for cause of Stephen Epstein while any principal or interest is outstanding under the terms of this Note.

Each subsection of this Section 4.1 shall be interpreted and applied independently, and no such subsection shall be deemed to limit or qualify any other subsection in any manner whatsoever.

4.2. Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default, the Borrower shall within five business days deliver written notice thereof via facsimile and reputable overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Lender.

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(a) At any time and from time to time after the earlier of the Lender’s receipt of an Event of Default Notice and/or the Lender becoming aware of an Event of Default, the Lender may require the Borrower to redeem (regardless of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the portion of the outstanding balance the Lender is electing to redeem (the “Default Redemption Amount”). Notwithstanding anything to the contrary in this Section 4, but subject to Section 3.4, until the Default Redemption Amount (together with Late Charges thereon) is paid in full pursuant to and in accordance with the terms set forth in Section 10, the outstanding balance (together with any Late Charges thereon), may be converted, in whole or in part from time to time, by the Lender into Common Stock pursuant to the other terms of this Note. Notwithstanding the foregoing, this Section 4.2(a) shall not apply to an Event of Default arising under Section 4.1(h) (Bankruptcy).

(b) After any Event of Default arising under Section 4.1(b), Lender will be entitled to the remedies set forth in Section 12 hereof.

5. BORROWER’S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Borrower hereby represents and warrants to the Lender that:

5.1. there is no legal, administrative or other proceeding pending or to the best knowledge of the Borrower, threatened by or against the Borrower or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Borrower;

5.2. all corporate action on the part of the Borrower necessary for the authorization, execution and delivery of, and the performance of all obligations of the Borrower under this Note. This Note has been duly executed by the Borrower and are valid and binding obligations of the Borrower enforceable in accordance with their terms;

5.3. all consents, approvals or authorizations required in connection with the consummation of the transactions contemplated herein have been obtained;

5.4. the execution, delivery and performance of and compliance with this Note and the transactions contemplated hereby will not result in any violation or default, or be in conflict with or constitute, either a default under the its Certificate of Incorporation or By-laws, other constitutive document, or any agreement or contract of the Borrower, or a violation of any statutes, laws, regulations or orders.

5.5. all corporate books, records, documents and corporate agreements are (and will on an going basis be) uploaded and organized in the DropBox data room with access granted to Borrower as long as there is any outstanding balance due on the Note.

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5.6. Lender shall have the right to appoint two members to the Board of Directors of the Borrower as long as there is any outstanding balance due on the Note, and no change shall be made to the number of members of the Board of Directors without the approval of the two members appointed by the Lender.

5.7. as of the date of execution of this Note, all of Borrower’s accounts payable total approximately $78,300. Funds in the corporate account will be used to pay all outstanding credit card bills, leaving a $100.00 balance. As a condition to this Note, the Borrower’s Chief Executive Officer shall assume all other debts and the Borrower shall not take any other debt or obligations other than those specified in Section 1 above while the credit line remains open. All debt creditors assumed by the Chief Executive Officer must execute an agreement accepting the assignment of debt and releasing the Borrower.

5.8. Upon execution of the credit line, the Borrower shall not enter into any new agreement, contract or obligation (written or oral) or renewals of existing agreements, without written consent of Lender.

5.9. Upon execution of this Note, the Borrower shall file a Form 8-K disclosing the terms and conditions of this Note.

6. BORROWER PAYMENTS. This Note matures twelve months from the date of execution of the Note, ie the Maturity Date. All principal and accrued interest are due and payable on the Maturity Date. No payments on this note are due until such time.

7. NONCIRCUMVENTION. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate of Incorporation (as defined in the Agreement), bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Lender of this Note. Without limiting the generality of the foregoing, the Borrower (i) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Borrower may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this Note, and (iii) shall, so long as this Note is outstanding, take all action necessary to maintain the Share Reserve.

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8. VOTING RIGHTS. The Lender shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in this Note.

9. AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Lender shall be required for any change or amendment to this Note.

10. TRANSFER OR ASSIGNMENT. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Lender without the consent of the Borrower.

11. REISSUANCE OF THIS NOTE.

11.1. Transfer. If this Note is to be transferred, the Lender shall surrender this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Lender a new Note, registered as the Lender may request, representing the outstanding balance being transferred by the Lender and, if less than the entire outstanding balance is being transferred, a new Note to the Lender representing the outstanding balance not being transferred.

11.2. Lost, Stolen or Mutilated Note. Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Lender to the Borrower in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower shall execute and deliver to the Lender a new Note representing the outstanding balance.

12. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. Upon the occurrence of an event of default as defined above, Lender may declare the entire unpaid principal balance, together with accrued interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any kind. Upon the occurrence of an event of default under Section 4.1(m), the CEO agrees that his shares pledged in connection with this Note shall be released from the pledge and transferred to and delivered to the Lender, which does not release the Lender from additional remedies set forth herein. Lender may suspend or terminate any obligation it may have hereunder to make additional Advances. To the extent permitted by law, Borrower waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No failure or delay on the part of Lender in exercising any right, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity. Borrower agrees to pay all costs of collection incurred by reason of the default, including court costs and reasonable attorney’s fees. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Lender and that the remedy at law for any such breach may be inadequate. The Borrower therefore agrees that, in the event of any such breach or threatened breach, the Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Borrower shall provide all information and documentation to the Lender that is requested by the Lender to enable the Lender to confirm the Borrower’s compliance with the terms and conditions of this Note.

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13. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement prior to commencing legal proceedings, or is collected or enforced through any legal proceeding, or the Lender otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note; or (b) there occurs any bankruptcy, reorganization, receivership of the Borrower or other proceedings affecting Borrower creditors’ rights and involving a claim under this Note; then the Borrower shall pay the costs incurred by the Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The Borrower expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the Purchase Price paid for this Note was less than the Original Principal Amount.

14. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Borrower and the Lender and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Issuance Date in such other Transaction Documents unless otherwise consented to in writing by the Lender.

15. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Lender in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

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16. NOTICES; PAYMENTS.

16.1. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Securities Purchase Agreement titled “Notices.”

16.2. Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in The Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time).

16.3. Payments. Whenever any payment of cash is to be made by the Borrower to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to Borrower by Lender from time to time. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day.

17. CANCELLATION. After repayment or conversion of the entire outstanding balance, this Note shall automatically be deemed cancelled, shall be surrendered to the Borrower for cancellation and shall not be reissued.

18. WAIVER OF NOTICE. To the extent permitted by law, the Borrower hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Agreement.

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19. GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Florida. The Borrower hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Houston, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Lender from bringing suit or taking other legal action against the Borrower or any of its Subsidiaries in any other jurisdiction to collect on the Borrower’s obligations to the Lender, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Lender. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

20. SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with one or more valid provisions, the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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21. GENERAL PROVISIONS. All representations and warranties made in this Agreement and the Promissory Note and in any certificate delivered pursuant thereto shall survive the execution and delivery of this Agreement and the making of any loans hereunder. This Agreement will be binding upon and inure to the benefit of Borrower and Lender, their respective successors and assigns, except that Borrower may not assign or transfer its rights or delegate its duties hereunder without the prior written consent of Lender. This Agreement, the Promissory Note, and all documents and instruments associated herewith will be governed by and construed and interpreted in accordance with the laws of the State of Florida. This Agreement will be deemed to express, embody, and supersede any previous understanding, agreements, or commitments, whether written or oral, between the parties with respect to the general subject matter hereof. This Agreement may not be amended or modified except in writing signed by the parties.

22. UNCONDITIONAL OBLIGATION. Subject to the terms of the Agreement, no provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the coin or currency or where contemplated herein in shares of its Common Stock, as applicable, as herein prescribed. This Note is the direct obligation of the Borrower and not subject to offsets, counterclaims, defenses, credits or deductions.

23. TIMEOF THE ESSENCE. Time is expressly made of the essence of each and every provision of this Note.

24. MAXIMUM PAYMENTS. Nothing contained in this Note shall, or shall be deemed to, establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges under this Note exceeds the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Lender and thus refunded to the Borrower.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the Issuance Date set forth above.

THE BORROWER:
HEALTHCARE BUSINESS RESOURCES, INC.
By:
	Stephen Epstein Chief Executive Officer
As to Section 4.1(m) and Section 12 hereof:
By:
	Stephen Epstein, individually

Acknowledged and accepted by the Lender on this 2nd day of July, 2022

By:
	Joel Arberman

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EXHIBIT A

Healthcare Business Resources, Inc.  Date: _________________________

CONVERSION NOTICE

The above-captioned Lender hereby gives notice to Healthcare Business Resources, Inc, a Delaware corporation (the “Borrower”), pursuant to that certain Secured Convertible Promissory Note made by the Borrower in favor of the Lender on July 1, 2022 (the “Note”), that the Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of the Borrower as of the date of conversion specified below. In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of the Lender in its sole discretion, the Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A. Date of conversion: ____________

B. Conversion Amount: ____________

C. Conversion Shares: _______________

Please deliver all certificated shares to the Lender via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) at the following address:

_____________________________________

_____________________________________

_____________________________________

Sincerely,

Lender:

By:

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EXHIBIT B

ACKNOWLEDGMENT

The Borrower hereby acknowledges this Conversion Notice and hereby directs Vstock Transfer LLC to issue the aforementioned shares of Common Stock in accordance therewith.

HEALTHCARE BUSINESS RESOURCES, INC.

By:

Name:

Title:

AMENDMENT TO

Secured Convertible Promissory Note

FOR VALUE RECEIVED, the parties to that certain Secured Convertible Promissory Note (the “Note”) executed on July 1, 2022, which is attached hereto and made a part hereof for all purposes, hereby agree to amend the Note as follows:

Paragraph 19 of the Note, containing a reference to “Houston, California” is hereby deleted in its entirety and is hereby replaced by the following:

19. GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Florida. The Borrower hereby irrevocably submits to the exclusive jurisdiction of the state courts sitting in Alachua County, Florida and federal courts Northern District of Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Lender from bringing suit or taking other legal action against the Borrower or any of its Subsidiaries in any other jurisdiction to collect on the Borrower's obligations to the Lender, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Lender. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE

ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

All of the other terms and conditions of the Secured Promissory Note shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum on the                            day of July, 2022.

THE BORROWER:
HEALTHCARE BUSINESS RESOURCES, INC.
By:
	Stephen Epstein Chief Executive Officer and individually
LENDER:
By:
	Joel Arberman

EX-10.1

  EXHIBIT 10.1

PLEDGE, SECURITY AND GUARANTEE AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT dated as of this 1st day of July 2022 (the “Pledge Agreement”) is made by Stephen Epstein (“Pledgor”), in favor of Joel Arberman (“Pledgee”).

RECITALS:

WHEREAS, pursuant to the terms of that certain Secured Convertible Promissory Note of even date herewith, between Pledgee and Healthcare Business Resources, Inc, Pledgor has agreed to pledge to Pledgee 11,000,000 of shares of common stock of Healthcare Business Resources, Inc., owned by Pledgor (collectively, the “Pledged Securities”);

NOW, THEREFORE, in consideration of the mutual covenants, agreements, warranties, and representations herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. As used in this Pledge Agreement, the following capitalized terms shall have the meanings respectively assigned to them below, which meanings shall be applicable equally to the singular and plural forms of the terms so defined:

Capitalized terms not otherwise defined herein have the meanings set forth in the Purchase Agreement

“Securities Act” shall mean the Securities Act of 1933, as amended, and as the same may be supplemented, modified, amended or restated from time to time, and the rules and regulations promulgated thereunder, or any corresponding or succeeding provisions of applicable law.

Section 2. Pledge and Grant of Security Interest. As security for the payment and performance in full of all of Pledgors’ and Healthcare Business Resources, Inc.’s obligations under the Secured Convertible Promissory Note (the “Obligations”), Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Pledgee, grants to Pledgee a first priority lien and security interest in, and delivers to Hackney Business Law, P.A. as Escrow (“Escrow”), all of Pledgors’ right, title and interest in, to and under the following property,: (a) all of the Pledged Securities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalents, dividends, distributions, instruments, securities or other property) at any time and from time to time received, receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Pledgee, be accompanied by undated stock powers duly executed in blank with a medallion guaranty, or by other instruments or documents of transfer, possession or control satisfactory to Escrow and by such other instruments and documents as Escrow may request. All Securities Collateral shall be delivered to and held by Escrow and Pledgee and disposed of in accordance with the terms of this Pledge Agreement.

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Section 3. Release of Securities Collateral. Upon satisfaction in full of all of the Obligations, all Securities Collateral shall be deemed completely released from the security interest granted to Pledgee hereunder and shall be returned to the Pledgor by the Escrow Agent.

Section 4. Delivery and Redelivery of Securities Collateral. Pledgor agrees promptly to deliver, or cause to be delivered, to Escrow Agent, any and all Securities Collateral together with any and all stock powers signed in blank. Medallion guaranteed, and other certificates, instruments or documents representing or relating to transfer, possession or control of any of the Securities Collateral.

Section 5. Representations and Warranties. Pledgor hereby represents, warrants and covenants to and with Pledgee that:

(a) Pledgor (i) is and will at all times during the term hereof continue to be the direct owner, beneficially and of record, of the Securities Collateral free and clear of all Liens (except for the lien and security interest of Pledgee pursuant to this Pledge Agreement), (ii) will make no assignment, pledge, hypothecation, transfer or any disposition of, or create any Lien or other security interest in, the Securities Collateral, and (iii) will cause any and all Securities Collateral, whether for value paid by Pledgor or otherwise, to be forthwith deposited with Escrow Agent and pledged and assigned hereunder;

(b) Pledgor (i) has good and indefeasible title, right and legal authority to enter into this Pledge Agreement and to pledge the Securities Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all attachments, Liens, claims, security interests or other impediments of any nature;

(c) no consent or approval of any Governmental Authority, any securities exchange, or other person or entity was or is necessary to the validity of the pledge effected pursuant to this Pledge Agreement;

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(d) the Pledged Securities were acquired in a transaction in compliance with and either registered or exempt from registration under the Securities Act and other applicable laws. The Pledged Securities (i) are not subject to any warrant, option, put, call or other right to acquire, redeem, sell, transfer or encumber them, (ii) are not governed by or otherwise subject to any shareholders’ agreement, voting trust or similar agreement or arrangement, and (iii) other than as to securities laws of general application, are not limited or otherwise restricted in any way respecting assignability or transferability or any voting, dividend, distribution or other ownership right;

(e) the pledge effected hereby is effective to vest in Pledgee the rights of Pledgor in the Securities Collateral as set forth herein without any notice to, consent of or filing with any person, entity or Governmental Authority;

(f) this Pledge Agreement creates a valid security interest in favor of Pledgee for the benefit of Pledgee in the Securities Collateral; the taking possession by Pledgee through the Escrow Agent of the certificates representing the Pledged Securities, and all other certificates, documents, and instruments relating to the Securities Collateral will perfect and establish the first priority of Pledgee’s security interest in all certificated Pledged Securities and such documents, certificates and instruments;

(g) at Pledgee’s request, Pledgor will file or cause to be filed appropriate Uniform Commercial Code (“UCC”) financing statements in order to enable Pledgee for its benefit to perfect and preserve its security interest in the Securities Collateral; and

(h) all representations, warranties and covenants of Pledgor contained in this Pledge Agreement shall survive the execution, delivery and performance of this Pledge Agreement until the termination of this Pledge Agreement in accordance with its terms and provisions.

Section 6. Additional Covenants.

(a) Additional Securities, Rights, Grants or Issuances. If Pledgor shall receive any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares of capital stock, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Securities Collateral or otherwise; (iii) dividends payable in capital stock; or (iv) distributions of capital stock or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of Pledgee, shall segregate it from Pledgor’s other property and shall deliver it forthwith to Escrow Agent in the exact form received accompanied by duly executed instruments of transfer or assignment in blank, in the form requested by Pledgee, to be held by Escrow Agent as Securities Collateral and as further collateral security for the Obligations. Pledgor shall not perform or cause to be performed any acts or omissions that would effect any change, amendment, impairment, substitution, or any of the events, transactions or circumstances in clauses (i) through (iv) above.

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(b) Financing Statements. Pledgor hereby authorizes Pledgee to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as Pledgee may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Pledgor shall execute and deliver to Pledgee such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as Pledgee may request) and do all such other things as Pledgee may deem necessary or appropriate to assure to Pledgee its security interests hereunder are perfected. To that end, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee, its nominee or any other person whom Pledgee may designate, as Pledgor’s attorney-in-fact with full power of substitution, to effect any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in Pledgee’s discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Obligations remain outstanding. Pledgor agrees to mark its books and records (and to cause each issuer of the Pledged Securities to mark its books and records) to reflect the security interest of Pledgee in the Securities Collateral.

Section 7. Voting Rights; Dividends; etc.

(a) So long as no Event of Default (as defined in the Secured Convertible Promissory Note) shall have occurred and be continuing, Pledgor shall be entitled to fully exercise any and all voting and/or other consensual rights and powers that would otherwise accrue to an owner of the Pledged Securities or any part thereof, except that the Pledgor shall not vote against, or to remove, either of the two directors who have been appointed by the Pledgee, as long as the outstanding balance of the Secured Convertible Promissory Note remains unpaid.

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(b) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (a) of this subsection shall cease and all such rights shall thereupon become vested in Pledgee which shall then have the sole right in its discretion to exercise such voting and other consensual rights.

(c) All cash dividends payable with respect to the Pledged Securities shall be immediately deposited with Pledgee as Securities Collateral (and shall constitute cash collateral).

Section 8. Remedies Upon Default. If an Event of Default shall have occurred and be continuing, Pledgee may exercise all of its rights and remedies under the UCC, including the right to demand possession of the Securities Collateral from Escrow Agent, sell the Securities Collateral, or any part thereof, at public or private sale, for cash, upon credit or for future delivery as Pledgee shall deem appropriate. Upon consummation of any such sale, Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Securities Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of Pledgor and Pledgor shall be deemed to have waived any rights of redemption, stay and appraisal which Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. To the extent that the Securities Collateral to be sold is not of a type customarily sold on a recognized market under UCC §9-611 (with respect to which Pledgor hereby acknowledges and agrees to waive and that no such notice is required), Pledgee shall give Pledgor at least ten (10) days prior written notice (which Pledgor agrees is reasonable notification within the meaning of UCC §9-611 as in effect in Florida) of Pledgee’s intention to make any sale of such Securities Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgee may fix and state in the notice (if any) of such sale. At any sale, the Securities Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Pledgee may determine. Pledgee shall not be obligated to make any sale of any Securities Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Securities Collateral shall have been given. Pledgee may, upon written notice, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, upon at least ten (10) days’ additional prior written notice, and such sale may be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Securities Collateral is made on credit or for future delivery, the Securities Collateral so sold may be retained by Pledgee until the sale price is paid by the purchaser or purchasers thereof, but Pledgee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Securities Collateral so sold and, in case of any such failure, such Securities Collateral may be sold again upon like notice. At any public sale Pledgee may bid for or purchase (subject to all rights of redemption, stay and appraisal on the part of Pledgor) the Securities Collateral, or any part thereof offered for sale, and may make payment on account thereof by applying any claim then due and payable to Pledgee from Pledgor as a credit against the purchase price. Pledgor acknowledges that any sale referred to above may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such sale shall be deemed to have been made in a commercially reasonable manner and that Pledgee shall have no obligation to delay sale of any such Securities Collateral for the period of time necessary to permit the issuer of such Securities Collateral to register such Securities Collateral for public sale under the Securities Act or other applicable law. Pledgee may impose any additional restrictions on a sale of the Securities Collateral hereunder for the purpose of complying with Federal and state securities laws, and any such restrictions shall be deemed commercially reasonable. In addition to the rights and remedies hereunder, and to the extent permitted under applicable law, upon the occurrence of an Event of Default, and during the continuation thereof, Pledgee may, retain all or any portion of the Securities Collateral in satisfaction of the Obligations but only after providing the notices required by §§9-620 and 9-621 (or similar provision) of the UCC (or any successor sections of the UCC), and otherwise complying with the requirements of applicable law and only in the event that Pledgor does not exercise any right to object to such retention as provided by the UCC or applicable law. Unless and until Pledgee shall have provided such notices and complied with all applicable legal requirements, however, Pledgee shall not be deemed to have retained any Securities Collateral in satisfaction of any Obligations for any reason. Upon the occurrence of any Event of Default and continuation thereof, Pledgee shall have the right to proceed against the Securities Collateral without first having to proceed against any other collateral. Notwithstanding anything to the contrary herein, the Escrow Agent is instructed to deliver the Securities Collateral to the Pledgee upon a default under Section 4.1(m) of the Secured Convertible Promissory Note.

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Section 9. Application of Proceeds of Sale. The proceeds of any sale of Securities Collateral pursuant to Section 8, as well as any Securities Collateral consisting of cash, shall be applied by Pledgee in accordance with the terms of Secured Convertible Note. Pledgor irrevocably waives the right to direct the application of such payments and proceeds, and acknowledges and agrees that Pledgee shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in Pledgee’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

Section 10. Rights of Pledgee.

(a) Power of Attorney. In addition to other powers of attorney contained herein or in the Secured Convertible Promissory Note, Pledgor hereby designates and appoints Pledgee, on behalf of Pledgor, and each of their designees or agents, as attorney-in-fact of Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

i to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Securities Collateral;

ii to commence and prosecute any actions or proceedings for the purposes of collecting any of the Securities Collateral and enforcing any other right in respect thereof;

iii to defend, settle, adjust or compromise any action, suit or proceeding brought and, in connection therewith, give such discharge or release;

iv to pay or discharge taxes, security interests, or other Liens on or threatened against the Securities Collateral;

v to direct any parties liable for any payment, to make payment directly to Pledgee or as Pledgee shall direct;

vi to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Securities Collateral;

vii to sign and endorse any drafts, assignments, proxies, stock powers, consents, verifications, notices and other documents relating to the Securities Collateral;

viii to authorize, execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that Pledgee may determine necessary or appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated herein and in the Loan Documents;

ix to exchange any of the Securities Collateral upon any merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor or the issuer thereof and, in connection therewith, deposit any of the Securities Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as Pledgee may determine;

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x to vote for a director, shareholder, partner, manager, or member resolution, or to sign any consent or instrument in writing, sanctioning the transfer of any or all of the Securities Collateral into the name of Pledgee or into the name of any transferee to whom the Securities Collateral of Pledgor or any part thereof may be sold; and

xi to do and perform all such other acts and things as Pledgee may deem to be necessary, proper or convenient in connection with this Pledge Agreement and the Secured Convertible Promissory Note.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations remain outstanding. Pledgee shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to Pledgee in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. Pledgee shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on Pledgee solely to protect, preserve and realize upon its security interest in the Securities Collateral.

(b) Assignment by Pledgee. Pledgee may from time to time assign its rights or obligations hereunder, or any portion thereof, or the pledge and security interest granted herein, or any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the applicable assignor under this Pledge Agreement in relation thereto.

(c) Pledgee’s Duty of Care. Other than the exercise of reasonable care to ensure the safe custody of the Securities Collateral while being held by Pledgee hereunder, Pledgee shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Securities Collateral, and Pledgee shall be relieved of all responsibility for Securities Collateral upon surrendering it or tendering the surrender of it to Pledgor. Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Securities Collateral in its possession if such Securities Collateral is accorded treatment substantially equal to that which Pledgee accords its own property, it being understood that Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not Pledgee has or is deemed to have knowledge of such matters or (ii) taking any steps or refraining therefrom to preserve rights against any other parties with respect to any Securities Collateral.

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(d) Release of Securities Collateral. Pledgee may release any of the Securities Collateral from this Pledge Agreement or may substitute any of the Securities Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Securities Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Securities Collateral not expressly released or substituted.

(e) Rights and Remedies. Pledgee is entitled to exercise all rights and remedies available to it at law or in equity in connection with this Pledge Agreement. The rights and remedies of Pledgee hereunder are several and cumulative at Pledgee’s discretion and may be exercised at Pledgee’s discretion.

(f) Costs of Counsel. Upon the occurrence of an Event of Default, if Pledgee employs counsel or other experts or advisors to take action or make a response in connection with this Pledge Agreement, the Securities Collateral, or the Secured Convertible Note, Pledgor agrees to promptly pay upon demand any and all such reasonable costs and expenses of Pledgee, all of which costs and expenses shall constitute Obligations.

Section 11. Further Assurances. Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, reassignments, agreements and instruments, as Pledgee may at any time request in connection with the administration and enforcement of this Pledge Agreement or with respect to the Securities Collateral or any part thereof, and with respect to the grant, release or termination of Pledgee’s security interest in any of the Securities Collateral, or otherwise in order better to assure and confirm unto Pledgee its rights and remedies hereunder and under this Pledge Agreement. Pledgor guaranties payment of any cost in excess of $500.00, arising from or related to any potential liability relating to the termination of any pending transaction or potential acquisition or similar transaction involving the Company. Pledgor hereby guaranties the payment of all outstanding debts, note or other obligations in excess of the $78,000 of invoices previously disclosed. In addition, Pledgor guaranties payment of $5,000 toward the outstanding invoice from the edgar filing service used by the Company and the Company will seek to reimburse Pledgor such $5,000 within ninety days.

Section 12. Construction. No provision of this Pledge Agreement shall be construed against or interpreted to the disadvantage of any party hereto by reason of such party or its counsel having, or being deemed to have, structured or drafted such provision.

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Section 13. Headings, Amendments, Waiver. Section and paragraph headings are for convenience only and shall not be construed as part of this Pledge Agreement. Any modification and amendment shall be in writing and signed by the parties, and any waiver of, or consent to any departure from, any representation, warranty, covenant or other term or provision shall be in writing and signed by each affected party hereto or thereto, as applicable. A waiver of a breach of any term, covenant or condition of this Pledge Agreement shall not operate or be construed as a continuing waiver of such term, covenant or condition, or breach, or of any other term, covenant or condition, or breach by such party. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

Section 14. Entire Agreement. This Pledge Agreement, and the Secured Convertible Promissory Note represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties relating to this security interest, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

Section 15. Survival. All covenants, agreements, representations and warranties made by Pledgor herein or in the Indemnification Agreement or in any certificate, report or instrument contemplated hereby shall survive any independent investigation made by Pledgee and the execution and delivery of this Pledge Agreement, the Secured Convertible Promissory Note and such certificates, reports or instruments and shall continue so long as any Obligations are outstanding and unsatisfied, applicable statutes of limitations to the contrary notwithstanding.

Section 16. Severability. Every provision of this Pledge Agreement is intended to be severable. If, in any jurisdiction, any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. If a court of competent jurisdiction determines that any covenant or restriction, by the length of time or any other restriction, or portion thereof, set forth in this Pledge Agreement is unreasonable or unenforceable, the court shall reduce or modify such covenants or restrictions to those which it deems reasonable and enforceable under the circumstances and, as so reduced or modified, the parties hereto agree that such covenants and restrictions shall remain in full force and effect as so modified. In the event a court of competent jurisdiction determines that any provision of this Pledge Agreement is invalid or against public policy and cannot be so reduced or modified so as to be made enforceable, the remaining provisions of this Pledge Agreement shall not be affected thereby, and shall remain in full force and effect.

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Section 17. Successors and Assigns; Assignment. All covenants, promises and agreements by or on behalf of the parties contained in this Pledge Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, however, that nothing in this Pledge Agreement, express or implied, shall confer on Pledgor the right to assign any of its rights or obligations hereunder at any time.

Section 18. APPLICABLE LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, THE LAWS OF WHICH PLEDGOR HEREBY EXPRESSLY ELECTS TO APPLY TO THIS PLEDGE AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. PLEDGOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS PLEDGE AGREEMENT SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THIS PLEDGE AGREEMENT.

Section 19. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PLEDGORS HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN PLEDGORS AND PLEDGEE OR THEIR SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT, THE INDEMNIFICATION AGREEMENT, THE OBLIGATIONS AND/OR THE SECURITIES COLLATERAL. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS BETWEEN PLEDGOR AND PLEDGEE. PLEDGORS WAIVE ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY PLEDGEE WITH RESPECT TO THIS PLEDGE AGREEMENT, THE INDEMNIFICATION AGREEMENT, THE OBLIGATIONS, THE SECURITIES COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, EXCEPT COMPULSORY COUNTERCLAIMS.

Section 20. CONSENT TO JURISDICTION. PLEDGORS HEREBY (a) IRREVOCABLY SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF FLORIDA, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF THIS PLEDGE AGREEMENT, THE INDEMNIFICATION AGREEMENT, THE OBLIGATIONS AND/OR THE SECURITIES COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, AND (b) WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT THERETO. IN ANY SUCH ACTION OR PROCEEDING, PLEDGOR WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT ITS OFFICES SET FORTH HEREIN OR OTHER ADDRESS THEREOF OF WHICH PLEDGEE HAS RECEIVED NOTICE AS PROVIDED IN THIS PLEDGE AGREEMENT. NOTWITHSTANDING THE FOREGOING, PLEDGORS CONSENT TO THE COMMENCEMENT BY PLEDGEE OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER JURISDICTION TO ENFORCE ITS RIGHTS IN AND TO THE SECURITIES COLLATERAL AND WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING..

Section 21. Counterparts. This Pledge Agreement may be executed in one or more counterparts, and by facsimile or electronic signature, each of which when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument.

 [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge and Security Agreement to be duly executed as of the date first above written.

PLEDGOR:
By:
Name:	Stephen Epstein

PLEDGEE:
By:
Name:	Joel Arberman

ESCROW AGENT:
Hackney Business Law, P.A.
By:
Name:	Robert C. Hackney, President

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XML

Cover	Jul. 01, 2022
Cover [Abstract]
Entity Registrant Name	Healthcare Business Resources Inc.
Entity Central Index Key	0001796949
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Jul. 01, 2022
Entity Ex Transition Period	false
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-3639946
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-56214
Entity Address Address Line 1	718 Thompson Lane
Entity Address Address Line 2	Suite 108-273
Entity Address City Or Town	Nashville
Entity Address State Or Province	TN
Entity Address Postal Zip Code	37204
City Area Code	615
Local Phone Number	856-5542