Exhibit 4.23


 


Amended and Restated Fixed Rate Note dated March 31, 2017
by and between Dougherty Holdings, Inc. and Cardinal Health 100, LLC


 


AMENDED AND RESTATED FIXED RATE NOTE


 





	$432,858.60	March 31, 2017



 


FOR VALUE
RECEIVED, Dougherty’s Holdings, Inc., a Texas corporation (hereinafter referred to as “Borrower”), promises
to pay to the order of Cardinal Health 110, LLC (together with its successors and assigns, “Lender,” which
term shall include any holder hereof), on the dates and in the manner provided below, the sum of FOUR HUNDRED THIRTY TWO THOUSAND
EIGHT HUNDRED FIFTY EIGHT AND 60/100 DOLLARS ($432,858.60) (the “Loan Amount”) or such lesser amount as shall
be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at
a rate of interest per annum set forth below (the “Borrower Rate”). Lender shall have no obligation to make
any advance hereunder to Borrower unless (i) the representations of Borrower and any other parties, other than Lender, in the
Related Documents are true on and as of the date of the request for and funding of the extension of credit, (ii) no default, Event
of Default or event that would constitute a default or Event of Default but for the giving of notice, the lapse of time or both,
has occurred and is continuing or would result from the extension of credit, (iii) Lender has received any other approvals, opinions
and documents as it may reasonably request, and (iv) the making of the extension of credit is not prohibited by and does not subject
Lender, any Cardinal Health Affiliate, any Obligor, any Pledgor, or any Subsidiary of Borrower to any penalty or onerous condition
under, any Legal Requirement. Capitalized terms used in this Amended and Restated Fixed Rate Note (this “Note”)
shall have the meanings ascribed to such terms in Section 7 below.


 


	1.	Borrower Rate.



 


Interest on the unpaid principal balance hereof
from the date hereof until maturity shall accrue at a rate of interest equal to eight point eleven percent (8.11%) per annum.


 


The amount of interest accruing and payable hereunder shall be calculated based on the actual number of days elapsed in a 360
day year.


 


	2.	Payments of Principal and Interest.



 


On the date hereof, the Loan
Amount shall be amortized in equal monthly installments until maturity. The principal due on this Note shall be repaid 36 consecutive
equal monthly installments of principal and interest in the amount of $13,640.70, which is based on a 3 year amortization, commencing
on May 10, 2017 and continuing on the tenth day of each month thereafter with a final payment being due and payable on April
10, 2020 (the “Maturity Date”), when all unpaid principal and accrued and unpaid interest under this Note shall
be due and payable in full unless sooner accelerated in accordance with the terms hereof. Interest shall be calculated on the outstanding
principal balance of this Note and shall be payable in arrears. In no event shall any interest be charged on any unpaid interest
hereunder. If any payment under this Note remains wholly or partially unpaid for more than ten (10) days after such payment was
due and payable, Borrower agrees to pay a late fee equal to five percent (5%) of the amount which is past due, not to exceed fifty
dollars $50.00.


 


To the extent that Borrower
makes a payment or Lender receives any payment or proceeds of Collateral for Borrower’s benefit, which are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian
or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Liabilities or part thereof
intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender.


 


	3.	Place of Payment; Holidays.



 


(a)             
All amounts due and payable hereunder shall be paid via an automatic debit initiated by Lender from Borrower’s bank
account pursuant to a separate ACH authorization between Borrower and Lender.


 


 


 



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(b)           
In any case where the date for any action required to be performed under this Note or any document executed in connection
herewith shall be, in the city where the performance is to be made, a Saturday, a Sunday, a legal holiday or a day on which banking
institutions are authorized by law to close (a “Holiday”), then such performance may be made on the next succeeding
day that is not a Holiday.


 







	4.	Interest after Due Date or Event of Default.



 


Any principal outstanding
hereunder, after the due date therefor, and whether or not due to acceleration following an Event of Default (as defined below),
shall bear interest at the lesser of (i) Borrower Rate plus an additional [five percent (5%)] per annum or (ii) the highest rate
allowed by applicable law; provided, however, that if such increase in interest is prohibited by any applicable law,
interest on any amounts due hereunder after the due date therefor shall continue to be calculated at the Borrower Rate.


 


	5.	Events of Default and Remedies Upon Default.



 


The occurrence of any of the following shall constitute
an “Event of Default”:


 


(a)             
Any Obligor fails to pay when due any of the Liabilities, or any amount payable with respect to any Liability, or under
this Note, any other Related Document, or any agreement or instrument evidencing other debt to any Cardinal Health Affiliate.


 


(b)            
Any Obligor or any Pledgor: (i) fails to observe or perform or otherwise violates any other term, covenant, condition or
agreement of any of the Related Documents; (ii) makes any incorrect or misleading representation, warranty or certificate in any
material respect to Lender or any Cardinal Health Affiliate; (iii) makes any incorrect or misleading representation in any material
respect in any financial statement or other information delivered to Lender or any Cardinal Health Affiliate; or (iv) defaults
under the terms of any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Related
Documents) and the effect of such default will allow the creditor to declare the debt due before its stated maturity.


 


(c)             
In the event (i) there is a default under the terms of any Related Document, (ii) any Obligor terminates or revokes or purports
to terminate or revoke any Related Document, or any Related Document becomes unenforceable in whole or in part, (iii) any Obligor
fails to perform promptly under its guaranty, or (iv) any Obligor fails to comply with, or perform under any agreement, now or
hereafter in effect, between such Obligor and Lender, any Cardinal Health Affiliate or any other affiliate of Lender, or their
respective successors and assigns.


 


 (d)             
 There is any loss, theft, damage, or destruction of any Collateral not covered by insurance.


 




 (e)             
 Lender deems itself insecure with respect to any Liabilities owed to it by Borrower.


 




(f)             
Any Obligor or any of its Subsidiaries or any Pledgor: (i) becomes insolvent or unable to pay its debts as they become due;
(ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for
itself or for a substantial part of its property; (iv) commences any proceeding under any bankruptcy, reorganization, liquidation,
insolvency or similar laws; (v) conceals or removes any of its property, with intent to hinder, delay or defraud any of its creditors;
(vi) makes or permits a transfer of any of its property, which may be fraudulent under any bankruptcy, fraudulent conveyance or
similar law; or (vii) makes a transfer of any of its property to or for the benefit of a creditor at a time when other creditors
similarly situated have not been paid.


 


 


 






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(g)            
A custodian, receiver, or trustee is appointed for any Obligor or any of its Subsidiaries or any Pledgor or for a substantial
part of their respective property.


 


(h)            
Any Obligor or any of its Subsidiaries, without Lender's written consent: (i) liquidates or is dissolved; (ii) merges or
consolidates with any other Person; (iii) leases, sells or otherwise conveys a material part of its assets or business outside
the ordinary course of its business; (iv) leases, purchases, or otherwise acquires a material part of the assets of any other Person,
except in the ordinary course of its business; or (v) agrees to do any of the foregoing; provided, however, that any Subsidiary
of an Obligor may merge or consolidate with any other Subsidiary of that Obligor, or with the Obligor, so long as the Obligor is
the survivor.


 


(i)              
Proceedings are commenced under any bankruptcy, reorganization, liquidation, or similar laws against any Obligor or any
of its Subsidiaries or any Pledgor and remain undismissed for thirty (30) days after commencement; or any Obligor or any of its
Subsidiaries or any Pledgor consents to the commencement of those proceedings.


 


(j)              
Any judgment for the payment of money in excess of $25,000 is entered against any Obligor or any of its Subsidiaries, or
any attachment, seizure, sequestration, levy, or garnishment is issued against any property of any Obligor or any of its Subsidiaries
or of any Pledgor or any Collateral.


 


(k)            
Any individual Obligor or Pledgor dies, or a guardian or conservator is appointed for any individual Obligor or Pledgor
or all or any portion of their respective property, or the Collateral.


 


(l)            
Any material adverse change occurs in: (i) the reputation, property, financial condition, business, assets, affairs, prospects,
liabilities, or operations of any Obligor or any of its Subsidiaries; (ii) any Obligor's or Pledgor's ability to perform its obligations
under the Related Documents; or (iii) the Collateral.


 


(m)        
Borrower fails to maintain a relationship with one or more Cardinal Health Affiliates, as Borrower’s primary provider
of pharmaceutical/medical/nuclear products (provided such pharmaceutical/medical/nuclear products are carried by and available
from one or more Cardinal Health Affiliates), or fails to satisfy any purchase requirements set forth in any agreement between
Borrower and any one or more Cardinal Health Affiliates.


 


(n)           
Any default occurs under any Note Indebtedness (defined below) or any Other Indebtedness (defined below).


 


(o)            
Any provision of any Related Document shall at any time for any reason be declared to be null and void, or the validity
or enforceability thereof shall be contested by any Obligor, or a proceeding shall be commenced by any Obligor, or by any governmental
authority having jurisdiction over any Obligor, seeking to establish the invalidity or unenforceability thereof, or any Obligor
shall deny that any Obligor has any liability or obligation purported to be created under any Related Document.


 


Upon the occurrence and during
the continuance of an Event of Default, Lender may (i) terminate all rights, if any, of Borrower to obtain advances hereunder,
and thereupon, any such right shall terminate immediately, (ii) declare any or all of the Liabilities to be due and payable, and
thereupon, the principal of the Credit Facilities, together with accrued interest thereon and all fees and other Liabilities shall
become due and payable immediately, and (iii) immediately exercise any right, power or remedy permitted to Lender by law or any
provision of this Note or any other Related Document, in each case, without any presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event
of Default described in clause (f) or (i) of Section 5 hereof, all rights, if any, of Borrower to obtain advances hereunder
shall automatically terminate and the principal of the Credit Facilities, together with accrued interest thereon and all fees
and other Liabilities shall automatically become due and payable without any action on the part of Lender, and without any presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower. Furthermore, upon the occurrence
of an Event of Default, interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth
in Section 4 of this Note until this Note is paid in full.


 


 


 






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The rights of Lender under
this Note and the other Related Documents are in addition to other rights (including without limitation other rights of setoff)
Lender may have contractually, by law, in equity or otherwise, all of which are cumulative and hereby retained by Lender. Each
Obligor agrees to stand still with regard to Lender's enforcement of its rights, including taking no action to delay, impede or
otherwise interfere with Lender's rights to realize on any Collateral. Lender shall at all times have a right of set-off against
any indebtedness, liabilities, or obligations due or to become due to Borrower from Lender or any Cardinal Health Affiliate (including
but not limited to Lender’s affiliates, subsidiaries, parent or related entities, collectively or individually) in satisfaction
of the indebtedness under this Note and the Related Documents, without notice or demand to Borrower.


 


Any failure of the holder
of this Note to exercise any above-described option with respect to any such nonpayment or default shall not waive or otherwise
affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or default.


 


	6.	Right to Prepay Note.



 


Borrower shall have the right to prepay this Note, in
whole or in part, at any time without penalty.


 


	7.	Definitions.



 


As used herein, the following terms have the following
respective meanings:


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Cardinal
Health Affiliate” means each subsidiary and affiliate of Cardinal Health, Inc., an Ohio corporation, whether existing
now existing or created in the future.


 


“Change
in Law” means the adoption or taking effect after the date of this Agreement of any law or Legal Requirement or any governmental
or quasi-governmental policy or directive (whether or not having the force of a Legal Requirement), or any change in the interpretation
or administration thereof by any governmental authority or quasi-governmental authority, central bank, or comparable agency charged
with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having
the force of a Legal Requirement) of any such authority, central bank, or comparable agency; provided, that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder shall be deemed to be a “Change in Law” regardless of the date enacted, adopted,
issued, or implemented, and (y) all requests, rules, guidelines, or directives promulgated by the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, or implemented.


 


“Collateral”
means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible, now or in the future
subject to any Lien in favor of Lender, securing or intending to secure, any of the Liabilities.


 


“Control”
as used with respect to any Person, means the power to direct or cause the direction of, the management and policies of that Person,
directly or indirectly, whether through the ownership of equity interests, by contract, or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.


 


 


 






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“Credit
Facilities” means all extensions of credit from Lender or any Cardinal Health Affiliate to Borrower, whether now existing
or hereafter arising, including but not limited to the Loan extended contemporaneously with this Note and any trade line of credit
provided by Lender or any Cardinal Health Affiliate to Borrower.


 


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States of America, consistently applied.


 


“Legal
Requirement” means any law, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any
of the foregoing) of any foreign governmental authority, the United States of America, any state thereof, any political subdivision
of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over
Lender, any Pledgor or any Obligor or any of its Subsidiaries or their respective properties or any agreement by which any of them
is bound.


 


“Liabilities”
means all indebtedness, liabilities and obligations of every kind and character of Borrower to Lender or any Cardinal Health Affiliate,
whether the obligations, indebtedness and liabilities are individual, joint, joint and several, contingent or otherwise, now or
hereafter existing, including without limitation all liabilities, interest, costs, and fees arising under or from any note, open
account, credit card, lease, endorsement, surety agreement, guaranty, acceptance, or foreign exchange contract, whether payable
to Lender or a Cardinal Health Affiliate or to a third party and subsequently acquired by Lender or a Cardinal Health Affiliate,
any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership
or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications,
consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing.


 


“Lien”
means any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment, pledge or other lien
or restriction of any kind.


 


“Obligor”
means Borrower and any guarantor, surety, co-signer, endorser, general partner or other Person who may now or in the future be
obligated to pay any of the Liabilities.


 


“OFAC” means the U.S. Department
of the Treasury’s Office of Foreign Assets Control.


 


“Organizational
Documents” means, with respect to any Person, certificates of existence or formation, documents establishing or governing
the Person or evidencing or certifying that the Person is duly organized and validly existing in accordance with all applicable
Legal Requirements, including all amendments, restatements, supplements, or modifications to such certificates and documents as
of the date of the Related Document referring to the Organizational Document and any and all future modifications thereto approved
by Lender.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association,
bank, business trust, trust, unincorporated organization, any foreign governmental authority, the United States of America, any
state of the United States and any political subdivision of any of the foregoing or any other form of entity.


 


“Pledgor” means any Person providing
Collateral.


 


 


 






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“Related
Documents” means this Note, all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages,
deeds of trust, pledge agreements, assignments, guaranties, vendor agreements, and any other instrument or document executed in
connection with this Note or with any of the Liabilities, as any of the foregoing may be amended, restated, supplemented, or otherwise
modified from time to time.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions
(at the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state,
(b) any Person operating, organized or ordinarily resident in a Sanctioned Country to the extent dealing with such Person would
be prohibited by applicable Sanctions or (c) any Person 50% owned by any such Person or Persons described in the foregoing clause
(a).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union
or any European Union member state.


 


“Subsidiary”
means, as to any particular Person (the “parent”), a Person, the accounts of which would be consolidated with those
of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP
as of the date of determination, as well as any other Person of which fifty percent (50%) or more of the equity interests is at
the time of determination directly or indirectly owned, Controlled or held, by the parent or by any Person or Persons Controlled
by the parent, either alone or together with the parent.


 


	8.	Other Indebtedness.



 


Borrower agrees and acknowledges
that the indebtedness and obligations secured by the Related Documents, including without limitation any security agreement, mortgage,
or guaranty, include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing
by Borrower to Lender or any Cardinal Health Affiliate, including without limitation the indebtedness and obligations of Borrower
of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by this Note (collectively,
the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Borrower to Lender or
any Cardinal Health Affiliate, whether or not evidenced by any promissory notes or other written documents or instruments (collectively,
the “Other Indebtedness”). The security interest and lien granted pursuant to the Related Documents, all of
the rights in the collateral described therein, and all of the rights and remedies of the secured party thereunder, and all of
the rights and benefits of the beneficiary under any guaranty, are collectively referred to herein as the “Credit Support.”
Borrower agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other
Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure
and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other
Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other
Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness.


 


Any default by Borrower in
the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default under the Note Indebtedness shall
constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other
Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and exercise
any and all other rights and remedies with respect to the Credit Support.


 


 


 






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Borrower shall pay principal,
interest, and all other amounts payable hereunder or under any other Related Document, and perform its obligations under this Note
without setoff, offset, deduction, recoupment or withholding of any kind for amounts owed or payable by Lender or any Cardinal
Health Affiliate, and hereby waives, releases and relinquishes any and all rights of setoff, offset, deduction, recoupment or withholding,
whether under this Note or any other Related Document, applicable law or otherwise and whether relating to Lender’s or any
Cardinal Health Affiliate’s breach, bankruptcy or otherwise.


 


	9.	Indemnification.



 


Borrower agrees to indemnify,
defend and hold (a) the Bank, its parent company and its respective Subsidiaries and affiliates, and their respective successors
and assigns; and (b) Cardinal Health, Inc., its respective Subsidiaries and affiliates (including Cardinal Health Affiliates),
their respective successors and assigns and each of their respective shareholders, directors, officers, employees and agents (collectively,
the “Indemnified Persons”) harmless from any and against any and all loss, liability, obligation, damage, penalty,
judgment, claim, deficiency, expense, interest, penalties, attorneys' fees (including the fees and expenses of any attorneys engaged
by the Indemnified Person) and amounts paid in settlement (“Claims”) to which any Indemnified Person may become
subject arising out of or relating to the Credit Facilities, the Liabilities under this Agreement or any other Related Documents
or the Collateral, except to the limited extent that the Claims are proximately caused by the Indemnified Person's gross negligence
or willful misconduct. The indemnification provided for in this paragraph shall survive the termination of this Agreement and shall
not be affected by the presence, absence or amount of or the payment or nonpayment of any claim under, any insurance.


 


	10.	Representations and Warranties.



 


Borrower represents and
warrants as of the date of this Note that each of the following statements is true and shall remain true and correct until all
Credit Facilities and all Liabilities under this Note and the other Related Documents are paid in full: (a) its principal residence
or chief executive office is at the following address: 16250 Knoll Trail Dr. Ste. 102, Dallas TX, 75248; (b) its name as it appears
in this Note is its exact name as it appears in its Organizational Documents; (c) the execution and delivery of this Note and
the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal
Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person; (d) this
Note and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than Lender)
and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity; (e) all
information furnished to Lender or any Cardinal Health Affiliate in connection with the Liabilities are accurate and fairly reflect
the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every
type, which financial condition has not changed materially and adversely since those dates; (f) no litigation, claim, investigation,
administrative proceeding or similar action is pending or threatened against it, and no other event has occurred which may in
any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business,
affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by
Lender in writing; (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes,
assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith
and for which adequate reserves have been provided; (h) (i) the fair market value of its assets is in excess of the total amount
of its liabilities (including without limitation any indebtedness that may be a contingent liability); (ii) the present fair saleable
value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; (iii)
it is able and expects to be able to pay its debts (including without limitation contingent debts and other commitments) as they
mature; and (iv) it has capital sufficient to carry on its business as conducted and as proposed to be conducted, (i) it is not
in violation of any Legal Requirement, and it has not failed to obtain any licenses, permits, franchises or other governmental
or environmental authorizations necessary to the ownership of its properties or to the conduct of its business, and (j) it has
implemented and maintains in effect policies and procedures designed to promote compliance by Borrower, its Subsidiaries (if any),
and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions, and Borrower, its
Subsidiaries (if any), and to the knowledge of Borrower, their respective employees, officers, directors, and agents (in their
capacity as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, are
in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects and are not engaged in any activity
that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. Neither Borrower nor any Subsidiary
is a Sanctioned Person.


 


 


 






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	11.	Successors and Assigns.



 


This Note shall be binding
upon the successors and assigns of Borrower and shall inure to the benefit of the successors and assigns of Lender; provided,
however, that Borrower shall have no right to assign its rights or obligations hereunder to any person or entity without
the prior written consent of Lender. Lender may assign this Note and all accompanying Related Documents evidencing or securing
Borrower’s obligations hereunder at any time to any entity.


 


	12.	Intent Not To Violate Usury Laws.



 


The parties hereto intend
not to violate any federal or state law, rule or regulation pertaining either to usury or to the contracting for or charging or
collecting of interest, and each of Lender and Borrower agree that should any provision of this Note be deemed to violate any such
law, rule or regulation, then the excess of interest contracted for or charged or collected over the maximum lawful rate of interest
shall be applied to the principal amount due hereunder, without penalty.


 


	13.	Cumulative Remedies; Waivers by Borrower.



 


No remedy referred to
herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy available to holder, whether
at law or in equity. Failure on the part of the holder to insist on the strict performance of any or all of the terms, provisions,
and covenants contained in this Note shall not be construed as a waiver or relinquishment for the future of any term, provision
or covenant herein. Borrower hereby waives presentment, demand for payment, protest and notice of dishonor of this Note and all
other notices and demands.


 


	14.	Compliance with Law.



 


Borrower shall maintain in
effect and enforce, in all material respects, policies and procedures designed to promote compliance by Borrower, its Subsidiaries
(if any), and their respective directors, officers and employees with Anti-Corruptions Laws and applicable Sanctions.


 


	15.	Use of Proceeds.



 


Borrower will not use,
or permit any proceeds of the Credit Facilities to be used, directly or indirectly, for: (1) any personal, family or household
purpose; or (2) the purpose of “purchasing or carrying any margin stock” within the meaning of Federal Reserve Board
Regulation U; (3) in furtherance of an offer, payment, or promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti- Corruption Laws; (4) for the purpose of funding, financing, or
facilitating any activities, business, or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except, in
each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law; or (5) in any manner that
would result in the violation of any Sanctions applicable to any party hereto.


 


	16.	Changes in Capital Adequacy Regulations.



 


If Lender determines that
any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Lender’s
capital or the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by
Lender, to a level below that which Lender or Lender’s holding company could have achieved but for such Change in Law (taking
into consideration Lender’s policies and the policies of Lender’s holding company with respect to capital adequacy
and liquidity), then from time to time, Borrower will pay to Lender such additional amount or amounts as will compensate Lender
or Lender’s holding company for any such reduction suffered.


 


 


 






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	17.	USA Patriot Act.



 


Lender hereby notifies
Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes
the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.


 







	18.	GOVERNING LAW; WAIVER OF JURY TRIAL; VENUE.



 


THE RIGHTS AND OBLIGATIONS
OF LENDER AND BORROWER HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF) OF THE STATE OF OHIO. TO THE EXTENT PERMITTED BY LAW, EACH OF BORROWER AND LENDER HEREBY WAIVE THE RIGHT
TO TRIAL BY JURY. BORROWER HEREBY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN COLUMBUS, OHIO OR IN OR
NEAR DUBLIN, OHIO AT LENDER’S OPTION, FOR ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE AND ANY RELATED DOCUMENTS AND
HEREBY WAIVES THE DEFENSE, IF ANY, THAT SUCH COURT CONSTITUTES AN INCONVENIENT FORUM.


 


	19.	Severability.



 


Any provision of this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be effective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


	20.	Closing Fee; Costs and Expenses.



 


Borrower has agreed to
pay a closing fee to Lender in the amount of $350 to cover Lender’s administrative costs in funding the loan. Borrower agrees
that the closing fee is a valid administrative cost and not a charge for the use of money. Borrower agrees that Lender may deduct
such closing fee from the proceeds hereof.


 


To the extent not prohibited
by applicable Legal Requirements and whether or not the transactions contemplated by this Note are consummated, Borrower is liable
to Lender and agrees to pay on demand all reasonable costs and expenses of every kind incurred (or charged by internal allocation)
in connection with the negotiation, preparation, execution, filing, recording, modification, supplementing and waiver of this Note
and any other Related Documents, and any amendment, supplement or modification thereto, the making, servicing and collection of
the Credit Facilities and the realization on any Collateral and any other amounts owed under the Related Documents, including without
limitation reasonable attorneys' fees (including counsel for Lender that are employees of Lender or its affiliates) and court costs.
These costs and expenses include without limitation any costs or expenses incurred by Lender in any bankruptcy, reorganization,
insolvency or other similar proceeding involving any Obligor, Pledgor, or property of any Obligor, Pledgor, or Collateral. The
obligations of Borrower under this section shall survive the termination of this Note and the other Related Documents.


 


	21.	Time of the Essence.



 


TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THE OBLIGATIONS
UNDER THIS NOTE.


 


	22.	Secured Obligation.



 


This Note may be secured by Borrower’s personal
property, including but not limited to all accounts, deposit accounts, equipment, inventory, chattel paper, documents, instruments,
contracts, general intangibles, investment property, and all other goods and personal property, whether tangible or intangible,
now owned or hereafter acquired, as evidenced by one or more security agreements executed and delivered by Borrower to Lender either
previously, in conjunction herewith or at a future date, and in form and substance satisfactory to Lender. This Note may also be
secured by Borrower’s real property, as described in one or more mortgages, deeds of trust or other security instruments
executed and delivered by Borrower to Lender, either previously, in conjunction herewith or at a future date, and in form and substance
satisfactory to Lender.


 


 


 






    	 	9	 



     


    

 


	23.	Amendment and Restatement.



 


THIS NOTE IS AN AMENDMENT,
RESTATEMENT AND CONSOLIDATION OF THE INDEBTEDNESS EVIDENCED BY THAT CERTAIN NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,500,350.00,
DATED AS OF FEBRUARY 10, 2012 PAYABLE BY BORROWER TO LENDER (THE "PRIOR NOTE"). THIS NOTE IS NOT INTENDED TO BE,
NOR SHALL IT BE DEEMED TO BE, A NOVATION OF THE PRIOR NOTE OR THE INDEBTEDNESS OF BORROWER EVIDENCED THEREBY. ALL REFERENCES IN
ANY OF THE CREDIT DOCUMENTS TO THE PRIOR NOTE SHALL BE DEEMED TO MEAN AND REFER TO THIS NOTE.


 


Borrower authorizes any attorney
at law to appear in any court of record in the state of Ohio or in any other state or territory of the United States after the
above indebtedness becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess
judgment against Borrower in favor of Lender for the amount then appearing due together with costs of suit, and thereupon to waive
all errors and all rights of appeal and stays of execution. The attorney at law authorized hereby to appear for Borrower may be
an attorney at law representing Lender, and Borrower hereby expressly waives any conflict of interest that may exist by virtue
of such representation. Borrower also agrees that the attorney acting for Borrower as set forth in this section may be compensated
by Lender for such services.


 


Signature Page Follows


 


 


 






    	 	10	 



     


    

 


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


 


 





	 	 DOUGHERTY’S HOLDINGS, INC.


 


 


By:        /s/ Mark S. Heil


Name:   Mark S. Heil


Title:     President/CFO







 


 


 


 


 


 


 


 


 


 






    	 	11	 



     


    

 


SIMPLE INTEREST LOAN AMORTIZATION SCHEDULE


Page
1


 


This schedule is
for informational purposes only, and should not be relied upon for exact amounts of interest paid on this account. If any
monthly payment is made on a date other than its scheduled due date, then the final monthly payment will be in an amount different,
either more or less, than either the stated amount of the regular monthly payments or the stated amount of the final payment.
Each payment will be applied first to accrued but unpaid interest, and then to the reduction of principal.


 


 


Attached you will find the amortization schedule
for your Term loan.


 


If you have any questions or need further assistance,
please call (888) 548-3718, option 1, extension 29591.


 





	 	Note Date ('mm/dd/yy)	3/31/2017	 
	 	Date of First Payment	5/10/2017	 
	Dougherty's Holdings, Inc.	Principal	432,858.60	 
	 	Term in Months	36	 
	 	Annual Interest Rate	8.11%	 
	 	Payment	$13,640.70	 



 








	PMT 
#	 	 	Payment

 Date	 	Payment

 Made	 	 	Beginning

 Principal

 Balance	 	 	Annual

 Interest 

Rate	 	 	Days Since

 Last 

PMT	 	 	Accrued

 Interest

 Portion of

 Payment	 	 	Principal

 Reduction

 Portion of

 Payment	 	 	Ending

 Principal

 Balance	 
	 	1	 	 	10-May-17	 	 	13,640.70	 	 	 	432,858.60	 	 	 	8.11%	 	 	 	40	 	 	 	3,900.54	 	 	 	9,740.16	 	 	 	423,118.44	 
	 	2	 	 	10-Jun-17	 	 	13,640.70	 	 	 	423,118.44	 	 	 	8.11%	 	 	 	31	 	 	 	2,954.89	 	 	 	10,685.81	 	 	 	412,432.63	 
	 	3	 	 	10-Jul-17	 	 	13,640.70	 	 	 	412,432.63	 	 	 	8.11%	 	 	 	30	 	 	 	2,787.36	 	 	 	10,853.34	 	 	 	401,579.29	 
	 	4	 	 	10-Aug-17	 	 	13,640.70	 	 	 	401,579.29	 	 	 	8.11%	 	 	 	31	 	 	 	2,804.47	 	 	 	10,836.23	 	 	 	390,743.06	 
	 	5	 	 	10-Sep-17	 	 	13,640.70	 	 	 	390,743.06	 	 	 	8.11%	 	 	 	31	 	 	 	2,728.80	 	 	 	10,911.90	 	 	 	379,831.16	 
	 	6	 	 	10-Oct-17	 	 	13,640.70	 	 	 	379,831.16	 	 	 	8.11%	 	 	 	30	 	 	 	2,567.03	 	 	 	11,073.67	 	 	 	368,757.49	 
	 	7	 	 	10-Nov-17	 	 	13,640.70	 	 	 	368,757.49	 	 	 	8.11%	 	 	 	31	 	 	 	2,575.26	 	 	 	11,065.44	 	 	 	357,692.04	 
	 	8	 	 	10-Dec-17	 	 	13,640.70	 	 	 	357,692.04	 	 	 	8.11%	 	 	 	30	 	 	 	2,417.40	 	 	 	11,223.30	 	 	 	346,468.75	 
	 	9	 	 	10-Jan-18	 	 	13,640.70	 	 	 	346,468.75	 	 	 	8.11%	 	 	 	31	 	 	 	2,419.60	 	 	 	11,221.10	 	 	 	335,247.65	 
	 	10	 	 	10-Feb-18	 	 	13,640.70	 	 	 	335,247.65	 	 	 	8.11%	 	 	 	31	 	 	 	2,341.24	 	 	 	11,299.46	 	 	 	323,948.19	 
	 	11	 	 	10-Mar-18	 	 	13,640.70	 	 	 	323,948.19	 	 	 	8.11%	 	 	 	28	 	 	 	2,043.39	 	 	 	11,597.31	 	 	 	312,350.88	 
	 	12	 	 	10-Apr-18	 	 	13,640.70	 	 	 	312,350.88	 	 	 	8.11%	 	 	 	31	 	 	 	2,181.34	 	 	 	11,459.36	 	 	 	300,891.52	 
	 	13	 	 	10-May-18	 	 	13,640.70	 	 	 	300,891.52	 	 	 	8.11%	 	 	 	30	 	 	 	2,033.53	 	 	 	11,607.17	 	 	 	289,284.34	 
	 	14	 	 	10-Jun-18	 	 	13,640.70	 	 	 	289,284.34	 	 	 	8.11%	 	 	 	31	 	 	 	2,020.25	 	 	 	11,620.45	 	 	 	277,663.89	 
	 	15	 	 	10-Jul-18	 	 	13,640.70	 	 	 	277,663.89	 	 	 	8.11%	 	 	 	30	 	 	 	1,876.55	 	 	 	11,764.15	 	 	 	265,899.74	 
	 	16	 	 	10-Aug-18	 	 	13,640.70	 	 	 	265,899.74	 	 	 	8.11%	 	 	 	31	 	 	 	1,856.94	 	 	 	11,783.76	 	 	 	254,115.98	 
	 	17	 	 	10-Sep-18	 	 	13,640.70	 	 	 	254,115.98	 	 	 	8.11%	 	 	 	31	 	 	 	1,774.65	 	 	 	11,866.05	 	 	 	242,249.93	 
	 	18	 	 	10-Oct-18	 	 	13,640.70	 	 	 	242,249.93	 	 	 	8.11%	 	 	 	30	 	 	 	1,637.21	 	 	 	12,003.49	 	 	 	230,246.43	 
	 	19	 	 	10-Nov-18	 	 	13,640.70	 	 	 	230,246.43	 	 	 	8.11%	 	 	 	31	 	 	 	1,607.95	 	 	 	12,032.75	 	 	 	218,213.68	 
	 	20	 	 	10-Dec-18	 	 	13,640.70	 	 	 	218,213.68	 	 	 	8.11%	 	 	 	30	 	 	 	1,474.76	 	 	 	12,165.94	 	 	 	206,047.74	 
	 	21	 	 	10-Jan-19	 	 	13,640.70	 	 	 	206,047.74	 	 	 	8.11%	 	 	 	31	 	 	 	1,438.96	 	 	 	12,201.74	 	 	 	193,846.00	 
	 	22	 	 	10-Feb-19	 	 	13,640.70	 	 	 	193,846.00	 	 	 	8.11%	 	 	 	31	 	 	 	1,353.75	 	 	 	12,286.95	 	 	 	181,559.05	 
	 	23	 	 	10-Mar-19	 	 	13,640.70	 	 	 	181,559.05	 	 	 	8.11%	 	 	 	28	 	 	 	1,145.23	 	 	 	12,495.47	 	 	 	169,063.58	 
	 	24	 	 	10-Apr-19	 	 	13,640.70	 	 	 	169,063.58	 	 	 	8.11%	 	 	 	31	 	 	 	1,180.67	 	 	 	12,460.03	 	 	 	156,603.56	 
	 	25	 	 	10-May-19	 	 	13,640.70	 	 	 	156,603.56	 	 	 	8.11%	 	 	 	30	 	 	 	1,058.38	 	 	 	12,582.32	 	 	 	144,021.23	 
	 	26	 	 	10-Jun-19	 	 	13,640.70	 	 	 	144,021.23	 	 	 	8.11%	 	 	 	31	 	 	 	1,005.79	 	 	 	12,634.91	 	 	 	131,386.32	 
	 	27	 	 	10-Jul-19	 	 	13,640.70	 	 	 	131,386.32	 	 	 	8.11%	 	 	 	30	 	 	 	887.95	 	 	 	12,752.75	 	 	 	118,633.57	 
	 	28	 	 	10-Aug-19	 	 	13,640.70	 	 	 	118,633.57	 	 	 	8.11%	 	 	 	31	 	 	 	828.49	 	 	 	12,812.21	 	 	 	105,821.37	 
	 	29	 	 	10-Sep-19	 	 	13,640.70	 	 	 	105,821.37	 	 	 	8.11%	 	 	 	31	 	 	 	739.02	 	 	 	12,901.68	 	 	 	92,919.68	 
	 	30	 	 	10-Oct-19	 	 	13,640.70	 	 	 	92,919.68	 	 	 	8.11%	 	 	 	30	 	 	 	627.98	 	 	 	13,012.72	 	 	 	79,906.96	 
	 	31	 	 	10-Nov-19	 	 	13,640.70	 	 	 	79,906.96	 	 	 	8.11%	 	 	 	31	 	 	 	558.04	 	 	 	13,082.66	 	 	 	66,824.30	 
	 	32	 	 	10-Dec-19	 	 	13,640.70	 	 	 	66,824.30	 	 	 	8.11%	 	 	 	30	 	 	 	451.62	 	 	 	13,189.08	 	 	 	53,635.22	 
	 	33	 	 	10-Jan-20	 	 	13,640.70	 	 	 	53,635.22	 	 	 	8.11%	 	 	 	31	 	 	 	374.57	 	 	 	13,266.13	 	 	 	40,369.09	 
	 	34	 	 	10-Feb-20	 	 	13,640.70	 	 	 	40,369.09	 	 	 	8.11%	 	 	 	31	 	 	 	281.92	 	 	 	13,358.78	 	 	 	27,010.31	 
	 	35	 	 	10-Mar-20	 	 	13,640.70	 	 	 	27,010.31	 	 	 	8.11%	 	 	 	29	 	 	 	176.46	 	 	 	13,464.24	 	 	 	13,546.07	 
	 	36	 	 	10-Apr-20	 	 	13,640.67	 	 	 	13,546.07	 	 	 	8.11%	 	 	 	31	 	 	 	94.60	 	 	 	13,546.07	 	 	 	0.00	 



 


 


 


 






    	 	12