Exhibit 4.2


 


Arkados, INC.


 


AMENDMENT TO
Convertible PROMISSORY NOTE Number 2016-1


 


THIS AMENDMENT TO CONVERTIBLE
PROMISSORY NOTE NUMBER 2016-1 (this “Amendment”) is made and entered into as of January ___, 2017 (the “Effective
Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and William Carson
(“Mr. Carson”) and Susan Carson (“Mrs. Carson”, collectively with Mr. Carson, the “Purchasers”).


 


RECITALS


 


A.           The
Company and Mr. Parson are parties to that certain Securities Purchase Amendment dated as of September 10, 2014 (the “Individual
SPA”), pursuant to which Mr. Carson purchased, and the Company sold and issued to Mr. Carson its 6% Convertible Note
No. 2014-3 dated September 10, 2014 (“Note 2014-3”) in the original principal amount of $65,000.


 


B.           The
Purchasers and the Company entered into that certain Securities Purchase Amendment, dated September 10, 2014 (the “Joint
SPA,” and, together with the Individual SPA, the “SPAs” each an “SPA”), pursuant
to which the Purchasers purchased, and the Company sold and issued to the Purchasers its 6% Convertible Note No. 2014-4 dated September
10, 2014 (“Note 2014-4,” and, together with Note 2014-3, collectively the “2014 Notes”) also
in the original principal amount of $65,000.


 


C.           The
Purchasers and the Company entered into that certain Exchange Agreement dated as of January 8, 2016, pursuant to which, among other
things, the Company and the Purchasers agreed to reduce the amount due under the Notes to $40,000 and to extend the ‘Maturity
Date’ of the Notes to December 31, 2016 (the “Exchange Agreement”) by cancelling the 2014 Notes and issuing
the Purchasers a 6% Convertible Note No. 2016-1 dated January 8, 2016 in the original principal amount of $40,000 (“Note
2016-1”).


 


D.           Pursuant
to Section 4.3 of Note 2016-1, Note 2016-1 may only be amended by an instrument in writing signed by the Company and the Purchasers.


 


E.           The
Company and Purchasers, in connection to their financial interest in the Company as the holder of an aggregate of 63,987 restricted
shares of the Company’s common stock held in the name of the Purchasers or by Mr. Carson as an individual, hereby desires
to amend certain terms of Note 2016-1 as set forth below.


 


AGREEMENT


 


In consideration of the
foregoing recitals and the mutual promises and covenants contained herein, the parties, intending to be legally bound, hereby agree
as follows:


 


1.           Amendment
to the Title of Note 2016-1. The third line of the title of Note 2016-1 shall be amended, restated and replaced in its entirety
as follows:


 


“DUE MARCH
31, 2017”


 




     


     


    

 


2.           Amendment
to the First Sentence of the First Paragraph of Note 2016-1. The first sentence of the first paragraph of Note 2016-1 shall
be amended, restated and replaced in its entirety as follows:


 


“Arkados Group,
Inc., a Delaware corporation (the “Company”) with principal offices at 211 Warren Street, Suite 320, Newark, NJ 07103,
for value received, hereby promises to pay the registered holder hereof (the “Holder”) the principal sum set forth
above on March 31, 2017 (the “Maturity Date”), in such coin or currency of the United States of America as at the time
of payment shall be the legal tender for the payment of public and private debts, and to pay interest, less any amounts required
by law to be deducted or withheld, computed on the basis of a 365-day year, on the unpaid principal balance hereof from the date
hereof (the “Original Issue Date”), at the rate of 6% per year, compounded quarterly, until such principal sum shall
have become due and payable, or has been converted pursuant to Section 1.1, below.”


 


3.           Waiver
of Event of Default. If applicable, the Purchasers hereby waive any Event of Default (as defined under Note 2016-1) for the
Company’s failure to observe or perform any other covenant, obligation, condition or agreement contained in the Purchaser’s
Note 2016-1 or that certain SPA, pursuant to which the 2014 Note was originally issued, if such breach occurred prior to the date
of this Amendment. For avoidance of doubt, Note 2016-1 shall continue to bear interest at the rate of 6% per year and not the Default
Interest rate defined in Note 2016-1.


 


4.           Reaffirmation.
Except as expressly provided herein, the undersigned agree that all of the terms, covenants, conditions, restrictions and other
provisions contained in Note 2016-1 shall remain in full force and effect.


 


5.           Entire
Agreement. This Amendment, together with the SPAs, Exchange Agreement and Note 2016-1, contains the entire agreement of the
parties and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this
Amendment.


 


6.           Counterparts.
This Amendment may be executed in counterparts, each of which shall be an original and all of which, taken together, shall constitute
a single instrument.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




     


     


    

 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed as of the date and year first above written.


 


COMPANY


 


Arkados Group, Inc.,


a Delaware corporation


 


	By:	/s/ Terrence DeFranco
	Name:	Terrence DeFranco
	Title:	CEO


 




     


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Amendment to be duly executed as of the date and year first above written


 


PURCHASERS


 


William Carson and Susan Carson


 


	By:	/s/ William Carson
	 	William Carson
	 	 
	By:	/s/ Susan Carson
	 	Susan Carson


 


	Address:	 
	 
	Facsimile:	 
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