EX-10.21S-4·CIK 1141964·0001214659-26-013177

EXHIBIT 10.21

View original filing on SEC EDGAR → ·  seen Oct 26, 2026, 06:01 EDT

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FILING DETAILS

Filer
PUBLIC CO MANAGEMENT CORP
Filed
Oct 26, 2026
SEC file no.
333-299629
State of inc.
NV
SIC
6770
Location
BEVERLY HILLS, CA

Exhibit 10.21

EXHIBIT A

FORM OF CREDIT NOTE

$[AMOUNT OF ADVANCE] [DATE OF ADVANCE]

FOR VALUE RECEIVED, PHYSICIANS CAPITAL MANAGEMENT CORPORATION, a Maryland corporation (the “Borrower”), promises to pay to the order of IVIE HEALTH CONSULTANTS, INC., a Tennessee corporation (the “Lender”), in lawful money of the United States, the principal sum of [ ] Dollars ($[ ]) (the “Principal Amount”), together with interest and all other amounts payable hereunder, on the terms set forth below.

1. Credit Agreement; Defined Terms. This promissory note (this “Credit Note”) is a Credit Note issued under, and evidences an Advance made pursuant to, the Amended and Restated Line of Credit Agreement dated as of September 30, 2026, between Borrower and Lender (as amended, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used but not defined in this Credit Note have the meanings given in the Agreement. This Credit Note is a Loan Document. [FOR REPLACEMENT NOTES ONLY: This Credit Note is delivered pursuant to Section 1.3 of the Agreement in replacement of, and amends, restates and supersedes, the Credit Note dated [DATE] in the original principal amount of $[AMOUNT] issued by Borrower to Lender under the Original Agreement (the “Prior Note”). This Credit Note is not a novation, repayment or extinguishment of the indebtedness evidenced by the Prior Note, which remains outstanding and is continued hereunder, and all principal and interest outstanding under the Prior Note as of the Restatement Date are continued as principal and interest hereunder. Every right, option, formula, adjustment and other term of the Prior Note permitting or requiring conversion into, or settlement in, any equity security or equity-linked instrument has been permanently eliminated and terminated, and no such term is preserved or revived by this Credit Note.]

2. Interest. Interest accrues on the outstanding principal balance of this Credit Note from the date of the Advance evidenced hereby at a rate of six percent (6.00%) per annum, computed on the basis of the actual number of days elapsed and a 365-day year. After an Event of Default and acceleration of the Obligations, Lender may increase the interest rate to eight percent (8.00%) per annum, subject to applicable law, as provided in Section 3.2 of the Agreement.

3. Payment; Maturity. The outstanding principal balance of this Credit Note, all accrued and unpaid interest and all other amounts payable hereunder are due and payable in full in cash on December 31, 2028 (the “Maturity Date”), subject to earlier acceleration in accordance with the Agreement. Accrued interest is due and payable on the Maturity Date unless earlier paid or accelerated.

4. Prepayment. Borrower may prepay this Credit Note, in whole or in part, at any time without premium or penalty. Amounts prepaid may be reborrowed only as and to the extent permitted by Section 2.2 of the Agreement.

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5. Cash Payment Only; No Conversion. All amounts payable under this Credit Note are solely indebtedness for borrowed money and shall be paid exclusively in lawful money of the United States. Neither Lender nor any holder of this Credit Note has, or shall acquire, any right to convert, exchange or settle any amount payable hereunder into or for any capital stock, membership interest, option, warrant, SAFE, convertible security or other equity or equity-linked interest of Borrower, Public Company Management Corporation or any of their respective affiliates. This Credit Note is not subject to any valuation cap, conversion discount, most-favored-nation provision, anti-dilution adjustment or other equity-linked adjustment. Section 3.4 of the Agreement is incorporated herein by reference.

6. Events of Default; Acceleration. Each Event of Default under the Agreement is an event of default under this Credit Note. Upon an Event of Default, the unpaid principal balance of this Credit Note, all accrued interest and all other amounts payable hereunder may be declared, or shall automatically become, immediately due and payable as provided in Section 8.1 of the Agreement. The remedies of Lender are as set forth in Section 8 of the Agreement, and specific performance, conversion, issuance of securities and any other equity-based remedy are unavailable hereunder.

7. Unsecured. This Credit Note is unsecured. Nothing in this Credit Note grants Lender a lien or security interest in any property of Borrower.

8. Application of Payments. Payments shall be applied first to accrued and unpaid interest and any expenses reimbursable under Section 9.2 of the Agreement, and then to principal. Lender shall record the date and amount of each payment on its books; absent manifest error, those records are evidence of the amounts outstanding, but any failure to record does not limit or affect Borrower’s obligations hereunder.

9. Agreement Controls. This Credit Note is subject to the Agreement. If any provision of this Credit Note conflicts with the Agreement, the Agreement controls. No provision of this Credit Note shall be construed to create a conversion or equity right prohibited by Section 3 of the Agreement.

10. Waivers; Amendments. Borrower waives presentment, demand, protest and notice of dishonor, to the extent permitted by applicable law. No waiver is effective unless in writing and signed by the party granting it, and no delay or single exercise of a right waives that or any other right. This Credit Note may be amended only by a written instrument signed by Borrower and Lender.

11. Assignment. This Credit Note binds and benefits Borrower and Lender and their respective successors and permitted assigns. Lender may not assign this Credit Note except as permitted by Section 9.3 of the Agreement. Borrower’s becoming a subsidiary of Public Company Management Corporation pursuant to the Business Combination does not require Lender’s further consent.

12. Notices. Notices under this Credit Note shall be given in the manner provided in Section 9.4 of the Agreement.

13. Governing Law. This Credit Note and any dispute arising from it are governed by the laws of the State of Tennessee, without regard to conflicts-of-law principles.

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14. Severability; Electronic Signatures. If any provision of this Credit Note is held invalid or unenforceable, the remaining provisions remain effective. Signatures delivered electronically or in portable document format are effective as originals.

IN WITNESS WHEREOF, Borrower has executed this Credit Note as of the date first written above.

** **

BORROWER:

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

By:
Name: Conrad B. Ivie, M.D.
Title: President and Chief Executive Officer
Date:

ACKNOWLEDGED AND ACCEPTED:

IVIE HEALTH CONSULTANTS, INC.

By:
Name: Conrad B. Ivie, M.D.
Title: President
Date:

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