Exhibit 10.40 Form of Promissory Notes payable to Dr. Schaffer and Mr.Pappajohn
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PROMISSORY NOTE
August 21, 2000
Subject to the terms and conditions of this Note, and for good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
Patient Infosystems, Inc., a Delaware corporation (the "Company"), hereby
promises to pay to the order of John Pappajohn whose address is 2116 Financial
Center, Des Moines, Iowa 50309 (the "Holder"), the principal amount of One
Hundred Twenty-five Thousand Dollars ($125,000.00), plus simple interest accrued
on unpaid principal from the date of this Note until paid at the rate of nine
and one-half percent (9.5%) per annum. This Note may be one of a series of
Promissory Notes (collectively, the "Bridge Notes") identical in substance to
this Note except as to the Holder and principal amount.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, to which the Holder, by acceptance of
this Note by its signature below, and the Company, by issuance of this Notes,
agrees:
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1. PAYMENT
(a) Obligation. The outstanding principal under this Note and
the accrued interest thereon will be due and payable on demand. All payments of
principal and/or interest under this Note will be made at the address of the
Holder set forth above or at such other address as is provided by the Holder to
the Company in writing.
(b) Prepayment. The Company may prepay this Note in whole or
in part at any time without penalty. Prepayments will be applied to accrued but
unpaid interest first and then to unpaid principal. Any prepayments made by the
Company on any of the Bridge Notes will be made simultaneously on all Bridge
Notes in identical amount (if all Bridge Notes are of the same principal amount)
or an amount prorated among the Bridge Notes in proportion to the principal
amounts of each Bridge Note (if the Bridge Notes are in different principal
amounts).
2. TRANSFERABILITY. This Note is not transferable.
3. GOVERNING LAW. This Note will be governed by and construed in
accordance with the laws of the State of Iowa, excluding that
body of law relating to conflict of laws.
4. WAIVER. The Company hereby waives diligence, presentment, demand,
protest and notice of dishonor.
5. COLLECTION EXPENSES. The Company promises and agrees to pay all
costs of collection of this Note including, but not limited to,
reasonable attorneys' fees, paid or incurred by the Holder on
account of such collection, whether or not suit is filed with
respect thereto and whether or not such costs are paid or
incurred, or to be paid or incurred, prior to or after entry of
judgment.
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.
Patient Infosystems, Inc.
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By: Kent A. Tapper
ACCEPTED:
John Pappajohn
----------------------
By: John Pappajohn
