NEITHER
THIS NOTE NOR ANY SECURITIES THAT MAY BE ISSUED UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), STATE SECURITIES LAWS, OR LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY
BE SOLD, ASSIGNED, OFFERED, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND STATE SECURITIES LAWS OR (II) THE COMPANY RECEIVING AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING
THAT SUCH SALE, ASSIGNMENT, OFFER, PLEDGE, OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND STATE SECURITIES LAWS.


 


THE
SECURITIES REPRESENTED HEREBY AND ISSUABLE HEREUNDER MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED
OF, EXCEPT IN COMPLIANCE WITH THE TERMS HEREOF AND THE SHAREHOLDER AGREEMENT BETWEEN THE COMPANY AND ITS SHAREHOLDERS. THE SECRETARY
OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF THE SHAREHOLDER AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.


 


Logical
Choice Corporation


 


CONVERTIBLE
PROMISSORY NOTE


 


	$50,000.00	January
    16, 2015


 


Subject
to the terms contained herein, Logical Choice Corporation, a Nevada corporation (the “Company”), for value received,
promises to pay to the order of Mark Elliott (the “Investor”), the amount stated above (the “Principal Amount”)
plus interest thereon calculated from the date hereof until paid in full at the annual rate of ten percent (10%), compounded monthly.
The parties shall calculate the interest based on a 365-day year. The Company shall pay the unpaid Principal Amount and interest
accrued hereunder in lawful money of the United States in full on demand on or after the earlier of an Event of Default or the
Maturity Date, unless it has been previously converted pursuant to Section 2 hereof, in which case all outstanding principal and
accrued interest under this Note will be satisfied in full by virtue of such conversion. Upon an Event of Default, the interest
rate will increase to the annual rate of fifteen percent (15%), compounded monthly.


 


The
following is a statement of the rights of the Investor and the conditions to which this Note is subject, and to which the Investor,
by the acceptance of this Note, agrees:


 


1. Definitions.
As used in this Note, the following capitalized terms have the corresponding meanings:


 


1.1. “Conversion
Price” means the lesser of (i) $1.00 per share, (ii) a discount of 20% to the stock price if the Company is publicly traded,
or (iii) if applicable, such other amount negotiated by the Company. In the event of a voluntary conversion pursuant to Section
2.1, (i) if the number of shares of Common Stock outstanding at any time after the date hereof, and before payment or conversion
in full, is increased by a distribution payable in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, on the date such payment is made or such change is effective, the Conversion Price then in effect will be proportionately
decreased; and (ii) if the number of shares of Common Stock outstanding at any time after the date hereof, and before payment
or conversion in full, is decreased by a combination of the outstanding shares of Common Stock then, on the effective date of
such combination, the Conversion Price will be proportionately increased.


 




    	 



    	 



    

 


1.2. “Conversion
Securities” means a voluntary conversion is made pursuant to Section 2.1.


 


1.3. “Maturity
Date” means April 30, 2015.


 


2. Conversion.


 


2.1. Voluntary
Conversion. Before this Note is paid in full or converted, the Investor may convert all but not less than all the outstanding
principal and interest due under the Note into Conversion Securities at the Conversion Price. The Company shall issue to the Investor
his respective pro rata number of shares of Conversion Securities based on the outstanding principal and interest under their
respective Note at the time of the conversion.


 


2.2. No
Fractional Shares. The Company shall not issue any fractional shares on conversion of this Note. If on any conversion of this
Note a fraction of a share results, the Company shall pay the Investor the cash value of that fractional share, calculated on
the basis of the Conversion Price.


 


2.3. No
Rights as Shareholder. This Note does not by itself entitle the Investor to any voting rights or other rights as a shareholder
of the Company. In the absence of conversion of this Note, no provisions of this Note and no enumeration herein of the rights
or privileges of the Investor will cause such Investor to be a shareholder of the Company or for any purpose solely by virtue
hereof.


 


3. No
Collateral. The obligations under this Note are unsecured.


 


4. Events
of Default. The term “Event of Default” includes any of the following:


 


4.1. The
failure of the Company to pay when due any amounts due hereunder that remain unpaid 30 days after the Company receives written
notice thereof;


 


4.2. The
Company’s breach of a representation or obligation, which breach remains uncured 30 days after written notice thereof; or


 




    	 



    	 



    

 


4.3. The
Company will have entered against it by a court having jurisdiction thereof a decree or order for relief in respect to the Company
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or a receiver, liquidator, assignee,
custodian, trustee, sequestrator or other similar official will have been appointed for the Company or for any substantial part
of the Company’s property, or the winding up or liquidation of the Company’s affairs will have been ordered; or the
Company will have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law, or consent to the
entry of an order for such relief in an involuntary case under any such law, or any such involuntary case will have commenced,
and not been dismissed within 60 days, or the Company will have consented to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Company or for any substantial part of
the Company’s property, or make any general assignment for the benefit of creditors.


 


5. General
Provisions.


 


5.1. Amendments
and Waivers. Any amendment to this Note must be in writing and identified as an amendment to this Note. Any amendment to this
Note requires the consent of the Company. Any waiver of a right by the Company requires the written consent of the Company, and
any waiver of a right by the Investor requires the written consent of the Investor. Any amendment or waiver effected in accordance
with this section is binding on all parties hereto to which the subject matter of the amendment or waiver applies, regardless
of whether any such party has consented thereto.


 


5.2. Severability.
If any provision of this Note is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Note will not be affected or impaired.


 


5.3. Headings.
The descriptive headings of the articles, sections, and subsections of this Note are for convenience of reference only. They do
not constitute a part of this Note and do not affect this Note’s construction or interpretation.


 


5.4. Governing
Law. The laws of the State of Georgia govern all matters arising out of or relating to this Note, including, without limitation,
its interpretation, construction, performance, and enforcement, without giving effect to such State’s conflicts of law principles
or rules of construction concerning the drafter hereof.


 




    	 



    	 



    

 


The
parties are signing and delivering this Note as of the date stated in the caption of this Note.


 


	 	COMPANY:
	 	 	 
	 	LOGICAL CHOICE CORPORATION
	 	 	 
	 	By:	/s/
    Sheri Lofgren
	 	Name:	Sheri
    Lofgren
	 	Title:	CFO


 


[Signature
Page to Convertible Promissory Note]


 




    	 



    	 



    

 


The
foregoing Note is hereby confirmed and accepted by the Investor as of January 16, 2015.


 


	 	INVESTOR:
	 	 
	 	MARK
    ELLIOTT
	 	 
	 	/s/
    Mark Elliott