Exhibit 10.2


 


PROMISSORY NOTE


 


(Term Note)


 


	$2,000,000.00	May 18, 2017


 


FOR VALUE
RECEIVED, the undersigned, TOT Payments, LLC, a Florida limited liability company (doing business as Unified Payments), TOT
New Edge, LLC, a Florida limited liability company, Process Pink, LLC, a Florida limited liability company, and TOT FBS, LLC, a
Florida limited liability company (collectively, the “Maker”), promises to pay to the order of Priority Payment Systems
LLC , (“Payee”; Payee and any subsequent holder(s) hereof are sometimes herein referred to individually and
collectively as “Holder”), the principal sum of TWO MILLION AND 00/100 DOLLARS ($2,000,000.00), together with
interest and loan charges on the aggregate unpaid principal balance of the loan evidenced hereby at the rate(s) specified below;
provided that in no event shall the interest and loan charges payable in respect of the indebtedness evidenced hereby exceed the
maximum amounts from time to time allowed to be collected under applicable law. Capitalized terms used herein without definition
shall have the meanings set forth in the Loan Agreement dated as of even date herewith by and among Maker, as borrower, and Payee,
as lender.


 


This Note shall
be paid in monthly installments as detailed in Schedule I, which shall be due and payable on the twentieth day of each month,
consisting of principal plus interest at the Interest Rate (as defined hereinafter); provided, however, that if the
date of any payment due and payable (including, the Loan Termination Date) is not a Business Day, then any payments hereunder shall
be due on the immediately previous Business Day. The principal amount due hereunder, together with interest, loan charges and any
other Obligation accruing hereunder, shall bear interest at a floating rate adjusted monthly equal to the “prime rate”
indicated on the Money Rate page of the Wall Street Journal plus six percent (6.00%) (the “Interest Rate”).
On the Loan Termination Date, all outstanding principal, interest accrued but unpaid and any other amounts accrued and unpaid shall
be immediately due in full. The payment structure of this loan shall be referenced in Schedule I.


 


Maker shall have
the right to prepay the Loan pursuant to the terms of the Loan Agreement. All amounts received for payment of this Note shall be
first applied to any expenses due Holder under this Note, the Loan Agreement or the Security Agreement, then to accrued and unpaid
interest, and finally to the reduction of the outstanding principal amount.


 


Upon the occurrence
of an Event of Default, the entire outstanding principal balance of the indebtedness evidenced hereby, together with all accrued
and unpaid interest thereon any other amounts accrued and unpaid, may be declared, and immediately shall become, due and payable
in full.


 


Presentment for
payment, demand, protest and notice of demand, protest and nonpayment are hereby waived by Maker and all other parties hereto.


 


It is the intention
of Maker and Holder to conform strictly to all laws applicable to Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this Note or any of the other Loan Documents to the
contrary notwithstanding, in no event whatsoever, whether by reason of advancement of proceeds of the loans, acceleration of the
maturity of the unpaid balance of any of the Obligations (as defined in the Loan Agreement) or otherwise, shall the interest and
loan charges agreed to be paid to any Holder for the use of the money advanced or to be advanced under this Note exceed the maximum
amounts collectible pursuant to applicable law. Maker and the Payee have agreed that:


 




    Promissory Note


     


    

 


(a)          if
for any reason whatsoever the interest or loan charges paid or contracted to be paid by Maker to the Holder in respect of the Obligations
shall exceed the maximum amount collectible under the law applicable to the Holder, then, in that event, and notwithstanding anything
to the contrary in this Note or any other Loan Document (i) the aggregate of all consideration that constitutes interest or loan
charges under the law applicable to such Holder that is contracted for, taken, reserved, charged or received under this Note or
any other Loan Document or otherwise in connection with the Obligations under no circumstances shall exceed the maximum amounts
allowed by such applicable law, and any excess paid to any Holder shall be credited by such Holder on the principal amount of the
Obligations (or, to the extent the principal amount outstanding under this Note and the other Loan Documents has been or thereby
would be paid in full, refunded to Maker), and (ii) in the event that the maturity of any or all of the Obligations is accelerated
by reason of an election of the Holders resulting from any Event of Default, or in the event of any required or permitted prepayment,
then such consideration that constitutes interest or loan charges under the law applicable to any Holder may never include more
than the maximum amounts allowed by the law applicable to such Holder, and any excess interest or loan charges provided for in
the Loan Documents or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore
paid, shall be credited by such Holder on the principal amount of the Obligations (or, to the extent the principal amount of the
Obligations has been or thereby would be paid in full, refunded by such Holder to Maker);


 


(b)          all
sums paid or agreed to be paid to the Holder for the use, forbearance or detention of sums due under the Loan Documents shall,
to the extent permitted by applicable law, be prorated, allocated and spread throughout the full term of the Obligations until
payment in full so that the rate or amount of interest and loan charges on account of the Obligations will not exceed any applicable
legal limitation; and


 


(c)          the
right to accelerate the maturity of the Obligations does not include the right to accelerate the maturity of any interest or loan
charges not otherwise accrued on the date of such acceleration, and the Holder do not intend to charge or collect any unearned
interest or loan charges in the event of any such acceleration.


 


This Note has
been negotiated, executed and delivered in the State of Georgia, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, without reference to the conflicts or choice of law principles thereof,
except to the extent that Federal law may be applicable to determining the maximum amount of interest that may be charged by Holder
in respect of the indebtedness evidenced hereby.


 


(Signature Page Follows)


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, the undersigned
Maker has caused this Note to be executed by its duly authorized officer as of the date first above written.


 


	 	MAKER:
	 	 
	 	TOT Payments, LLC
	 	 	 
	 	By:  	/s/ Oleg Firer
	 	 	 
	 	Name: 	Oleg Firer
	 	 	 
	 	Title: 	CEO
	 	 
	 	TOT New Edge, LLC
	 	 	 
	 	By:  	/s/ Oleg Firer
	 	 	 
	 	Name: 	Oleg Firer
	 	 	 
	 	Title: 	CEO
	 	 
	 	Process Pink, LLC
	 	 	 
	 	By:  	/s/ Oleg Firer
	 	 	 
	 	Name: 	Oleg Firer
	 	 	 
	 	Title: 	CEO
	 	 
	 	TOT FBS, LLC
	 	 	 
	 	By:  	/s/ Oleg Firer
	 	 	 
	 	Name: 	Oleg Firer
	 	 	 
	 	Title: 	CEO
	 	 
	 	PAYEE:
	 	 
	 	Priority Payment Systems LLC
	 	 	 
	 	By:  	/s/  John V. Priore
	 	 	 
	 	Name:  	John V. Priore
	 	 	 
	 	Title: 	President & CEO


 




    	 	3	 



     


    

 





 


Promissory Note: Schedule
I - TOT Payments, LLC Loan amount Must be between 1 and 30 years. Prime Rate at Closing Annual interest rate Loan period in years
Enter values Instructions Start date of loan Optional extra payments Scheduled number of payments Actual number of payments $
2,000,000.00 4.00% 10.0% 2.0 5/18/2017 prime plus 6% 24 24 Fees $750.00 Loan Application Fee $750.00 Deployment Fee No. Payment
Date Beginning Balance Scheduled Payment Total Payment Principal Interest New Principal Advance *** Ending Balance Loan Application
Fee Deployment Fee Deployment Interest** 0 5/18/2017 $ 2,000,000.00 $ 2,000,000.00 $ 750.00 $ 750.00 1,998,500 10.000% 1 6/20/2017
$ 2,000,000.00 $92,366.13 $ 92,366.13 $ 74,032.79 $ 18,333.33 $ 1,925,967.21 10.000% 2 7/20/2017 $ 1,925,967.21 $ 92,366.13 $
92,366.13 $ 76,316.40 $ 16,049.73 $ 1,849,650.81 10.000% 3 8/20/2017 $ 1,849,650.81 $ 92,366.13 $ 92,366.13 $ 76,952.37 $ 15,413.76
$ 1,772,698.44 10.000% 4 9/20/2017 $ 1,772,698.44 $ 92,366.13 $ 92,366.13 $ 77,593.64 $ 14,772.49 $ 1,695,104.80 10.000% 5 10/20/2017
$ 1,695,104.80 $ 92,366.13 $ 92,366.13 $ 78,240.25 $ 14,125.87 $ 1,616,864.55 10.000% 6 11/20/2017 $ 1,616,864.55 $ 92,366.13
$ 92,366.13 $ 78,892.25 $ 13,473.87 $ 1,537,972.30 10.000% 7 12/20/2017 $ 1,537,972.30 $ 92,366.13 $ 92,366.13 $ 79,549.69 $ 12,816.44
$ 1,458,422.61 10.000% 8 1/20/2018 $ 1,458,422.61 $ 92,366.13 $ 92,366.13 $ 80,212.60 $ 12,153.52 $ 1,378,210.00 10.000% 9 2/20/2018
$ 1,378,210.00 $ 92,366.13 $ 92,366.13 $ 80,881.04 $ 11,485.08 $ 1,297,328.96 10.000% 10 3/20/2018 $ 1,297,328.96 $ 92,366.13
$ 92,366.13 $ 81,555.05 $ 10,811.07 $ 1,215,773.91 10.000% 11 4/20/2018 $ 1,215,773.91 $ 92,366.13 $ 92,366.13 $ 82,234.68 $ 10,131.45
$ 1,133,539.24 10.000% 12 5/20/2018 $ 1,133,539.24 $ 92,366.13 $ 92,366.13 $ 82,919.96 $ 9,446.16 $ 1,050,619.27 10.000% 13 6/20/2018
$ 1,050,619.27 $ 92,366.13 $ 92,366.13 $ 83,610.96 $ 8,755.16 $ 967,008.31 10.000% 14 7/20/2018 $ 967,008.31 $ 92,366.13 $ 92,366.13
$ 84,307.72 $ 8,058.40 $ 882,700.58 10.000% 15 8/20/2018 $ 882,700.58 $ 92,366.13 $ 92,366.13 $ 85,010.29 $ 7,355.84 $ 797,690.30
10.000% 16 9/20/2018 $ 797,690.30 $ 92,366.13 $ 92,366.13 $ 85,718.71 $ 6,647.42 $ 711,971.59 10.000% 17 10/20/2018 $ 711,971.59
$ 92,366.13 $ 92,366.13 $ 86,433.03 $ 5,933.10 $ 625,538.56 10.000% 18 11/20/2018 $ 625,538.56 $ 92,366.13 $ 92,366.13 $ 87,153.30
$ 5,212.82 $ 538,385.26 10.000% 19 12/20/2018 $ 538,385.26 $ 92,366.13 $ 92,366.13 $ 87,879.58 $ 4,486.54 $ 450,505.68 10.000%
20 1/20/2019 $ 450,505.68 $ 92,366.13 $ 92,366.13 $ 88,611.91 $ 3,754.21 $ 361,893.76 10.000% 21 2/20/2019 $ 361,893.76 $ 92,366.13
$ 92,366.13 $ 89,350.34 $ 3,015.78 $ 272,543.42 10.000% 22 3/20/2019 $ 272,543.42 $ 92,366.13 $ 92,366.13 $ 90,094.93 $ 2,271.20
$ 182,448.49 10.000% 23 4/20/2019 $ 182,448.49 $ 92,366.13 $ 92,366.13 $ 90,845.72 $ 1,520.40 $ 91,602.77 10.000% 24 5/20/2019
$ 91,602.77 $ 92,366.13 $ 92,366.13 $ 91,602.77 $ 763.36 $ 0.00 10.000% * Interest is variable and shall be calculated as the
then current Prime Rate Plus; therefore, the above schedule is subject to change. ** Each Principal Advance can be released to
Borrower by Lender at the sole and Unfettered discretion of PRIORITY; therefore, the term, interest and principal composition
of each payment is subject to change. X /s/ John V. Priore /s/ Oleg Firer X Name: John V. Priore Name: Oleg Firer Date: Date:
May 17, 2017 PRIORITY PAYMENT SYSTEMS LLC TOT PAYMENTS, LLC X/s/ Oleg Firer X /s/ Oleg Firer Name: Oleg Firer Name: Oleg Firer
Date: May 17, 2017 Date: May 17, 2017 TOT NEW EDGE, LLC PROCESSS PINK, LLC X /s/ Oleg Firer Name: Oleg Firer Date: May 17, 2017
TOT FBS, LLC