COMMERCIAL NOTE


 


	$500,000.00	Louisville, Kentucky


 


FOR VALUE RECEIVED,
Lightyear Network Solutions. LLC. a(n) Limited Liability Company with a principal place of business at 1901
Eastpoint Parkway. Louisville KY 40223 (individually or collectively, "Borrower"), promise(s) to pay to the order
of CENTRAL BANK OF JEFFERSON COUNTY, INC., a Kentucky banking corporation, whose address is 9300 Shelbyville Rd., Suite
100, Louisville KY 40222 ("Lender") the principal sum of Five Hundred Thousand Dollars and Zero Cents Dollars
($500,000.00) (the "Total Facility"), or the aggregate unpaid balance of all Advances made by Lender from time
to time hereunder, together with interest thereon, on or before the "Maturity Date" as that term is defined below. Principal
of this Note and all accrued interest thereon shall be due and payable as follows:


 


		1.	Interest
                                                                                                                            Rate.
                                                                                                                            This
                                                                                                                            Note
                                                                                                                            shall
                                                                                                                            bear
                                                                                                                            interest
                                                                                                                            from
                                                                                                                            the
                                                                                                                            date
                                                                                                                            hereof
                                                                                                                            until
                                                                                                                            the
                                                                                                                            outstanding
                                                                                                                            principal
                                                                                                                            balance
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Note,
                                                                                                                            all
                                                                                                                            accrued
                                                                                                                            but
                                                                                                                            unpaid
                                                                                                                            interest
                                                                                                                            thereon
                                                                                                                            and
                                                                                                                            all
                                                                                                                            other
                                                                                                                            charges,
                                                                                                                            fees
                                                                                                                            or
                                                                                                                            expenses
                                                                                                                            hereunder
                                                                                                                            have
                                                                                                                            been
                                                                                                                            repaid
                                                                                                                            to
                                                                                                                            Lender
                                                                                                                            in
                                                                                                                            full
                                                                                                                            as
                                                                                                                            follows:
	 	 	 



		x	Variable Rate. If this box
is marked, this Note shall bear interest at an annual rate equal to the "Index Rate" plus One and Three Quarters
(1.75%), with any change in such rate to be effective on the date of any such change (Index Rate Change Date). "Index
Rate" shall mean the interest rate per annum most recently designated and announced from time to time by Lender as its "Index
Rate" of interest in effect at its principal office. The Index Rate of interest may not be the lowest rate offered by Lender,
and Lender may make or negotiate any loan at above, below or without reference to its Index Rate. This rate shall not rise above
5.00%



 


All interest calculations under
this Note will be made based on a year of 360 days for the actual number of days in each interest period. If this loan transaction
involves a principal amount of $15,000.00 or less, it has been made pursuant to the provisions of Kentucky Revised Statutes Chapter
286.6.


 


		2.	Payments. The principal of, and all interest on, this Note shall be due and
                                                                   payable as follows:
	 	 	 



		x	Interest
                                                                                                           Only. If this
                                                                                                           box is marked, Borrower
                                                                                                           shall make payments
                                                                                                           of interest only on
                                                                                                           this Note, beginning
                                                                                                           on January 19, 2013,
                                                                                                           and continuing on the
                                                                                                           19th day
                                                                                                           of each and every month
                                                                                                           thereafter, with
                                                                                                           a final payment of
                                                                                                           the outstanding principal
                                                                                                           balance of this Note,
                                                                                                           and all accrued interest
                                                                                                           thereon, payable on
                                                                                                           the Maturity Date;



 


		3.	Maturity Date. The outstanding principal of this Note, all accrued but unpaid interest
thereon and all other charges, fees or expenses hereunder shall be due and payable in full on or before December 19, 2013
(the "Maturity Date"), or such later date as may be designated by Lender by written notice from Lender to Borrower (it
being understood that in no event will Lender be under any obligation to extend or renew this Note beyond the initial or any extended
Maturity Date). If this blank is not completed, the Note shall be deemed to be payable on demand.



 






    	 



    	 



    



 


		4.	Advances. As Borrower and Lender may agree at the end of this section, the proceeds
of this Note may be disbursed from Lender to Borrower in one or more advances (an "Advance") made from time to time prior
to the Maturity Date; provided, however, that the aggregate outstanding principal balance of all unpaid Advances at any time shall
not exceed the original principal balance of this Note. To obtain an Advance, Borrower shall submit a written, fully executed and
completed "Request for Advance" on Lender's standard form at least one (1) business day prior to the date Borrower desires
the funds to be made available. Upon each Advance, Lender shall record the making and amount of such Advance on the books and records
of Lender maintained for this Note. Lender shall also record on such books and records each payment of principal of this Note made
by Borrower. The aggregate amount of all Advances made by Lender and shown on such books and records, less the principal paid by
Borrower and shown on such books and records, shall be the outstanding principal of this Note. The books and records of Lender
shall, at any time, be prima facie evidence of the outstanding principal of this Note. The obligation of Lender to honor any tendered
Request for Advance and to make any Advance is subject to the following conditions: (a) each and every one of the representations,
warranties and covenants of Borrower set forth herein, and in any other agreement, document or instrument delivered by Borrower
to Lender, shall be true and correct on the date such Advance is made; (b) no Event of Default (as defined herein) shall have occurred
and be continuing; (c) after giving effect to the Advance requested in the Request for Advance, the aggregate outstanding principal
amount of Advances hereunder shall not exceed the lesser of the Total Facility, or the Maximum Amount, if applicable; and (d) such
other conditions as Lender may reasonably impose. Each Request for Advance submitted by Borrower to Lender shall constitute Borrower's
representation and warranty to Lender that (i) Borrower is then and will be entitled to the Advance under this Note; (ii) all representations,
warranties and covenants made by Borrower to Lender in this Note, and in any other agreement, document or instrument delivered
by Borrower to Lender, are true and correct; and (iii) no Event of Default under this Note has occurred and is continuing. Each
Request for Advance under this Note will be subject to all of the terms and conditions of the Note. Without limiting the generality
of the foregoing, Lender will have no duty to make any Advance if insufficient funds remain available pursuant to the Total Facility
or any other maximum amount limitations set forth herein or in any of the Security Documents. Unless the Full Funding Box is checked
below, Lender hereby is authorized at any time and from time to time, in its discretion, to make an advance under this Note for
the payment on behalf of Borrower of any interest, principal or other sums due under any of the obligations of Borrower to Lender,
and each such advance will constitute an Advance hereunder and part of the obligations. Notwithstanding the foregoing, Lender is
not obligated to take such action.



  



    	-2-



    	 



    






 



		 ̈	Full Funding. If
this box is marked, all of the proceeds of this Note shall be advanced or disbursed in full to Borrower at the closing of this
loan and no further advances shall be allowed.
	 	 	 



		 ̈	Draw
                                                                                                               Note.
                                                                                                               If this box is
                                                                                                               marked, Advances
                                                                                                               that are repaid
                                                                                                               shall not be available
                                                                                                               for future Advances
                                                                                                               or otherwise "reborrowed"
                                                                                                               by Borrower at
                                                                                                               any time, and the
                                                                                                               aggregate amount
                                                                                                               of all Advances
                                                                                                               made hereunder
                                                                                                               shall not exceed
                                                                                                               the face amount
                                                                                                               of this Note; or



 


		x	Revolving Note. If
this box is marked. Advances which are repaid by Borrower shall be available to be reborrowed through future Advances to Borrower
prior to the Maturity Date of this Note pursuant to the terms hereof.



 


		 ̈	Borrowing Base Note. If
this box is marked, Borrower may request Lender to make an Advance if the principal balance outstanding under this Note is less
than the lesser of: (i) the Maximum Amount, as such term is defined in the Loan Agreement by and between Borrower and Lender of
even date herewith (the "Loan Agreement"), and (ii) the Total Facility, and Borrower has complied with all other requirements
of the Loan Agreement.



 


Failure to
check a box above will result in this Note being treated as a Draw Note; provided that no further advances will be permitted hereunder,
and Lender's records will provide prima facie evidence of the principal amount outstanding hereunder.


 


		5.	Late Charge and Default Rate of Interest.
If Lender does not receive any payment due under this Note
within ten (10) days of the date it is due, then Lender may charge a late charge of five percent (5.00%) of the amount of the overdue
payment (the "Late Charge"). Upon maturity, whether by acceleration or otherwise, or upon the occurrence of an Event
of Default hereunder, in addition to any and all other remedies to which Lender may be entitled, the applicable rate of interest
on this Note shall be increased to five percent (5.00%) per annum in excess of the rate set forth in Section 1, above (the
"Default Rate"), but not more than the highest rate permitted by law.



  



    	-3-



    	 



    



  



		6.	Security.
                                                                                                                                   To
                                                                                                                                   secure
                                                                                                                                   repayment
                                                                                                                                   of
                                                                                                                                   this
                                                                                                                                   Note,
                                                                                                                                   any
                                                                                                                                   extensions
                                                                                                                                   or
                                                                                                                                   renewals
                                                                                                                                   thereof
                                                                                                                                   and
                                                                                                                                   all
                                                                                                                                   other
                                                                                                                                   existing
                                                                                                                                   and
                                                                                                                                   future
                                                                                                                                   indebtedness
                                                                                                                                   of
                                                                                                                                   Borrower
                                                                                                                                   to
                                                                                                                                   Lender
                                                                                                                                   (whether
                                                                                                                                   direct,
                                                                                                                                   indirect,
                                                                                                                                   absolute
                                                                                                                                   or
                                                                                                                                   contingent),
                                                                                                                                   Borrower
                                                                                                                                   shall
                                                                                                                                   grant,
                                                                                                                                   and
                                                                                                                                   does
                                                                                                                                   hereby
                                                                                                                                   grant,
                                                                                                                                   to
                                                                                                                                   Lender
                                                                                                                                   a
                                                                                                                                   security
                                                                                                                                   interest
                                                                                                                                   in
                                                                                                                                   the
                                                                                                                                   following
                                                                                                                                   described
                                                                                                                                   property:
                                                                                                                                   All
                                                                                                                                   assets
                                                                                                                                   of
                                                                                                                                   Lightyear
                                                                                                                                   Network
                                                                                                                                   Solutions,
                                                                                                                                   LLC
                                                                                                                                   whether
                                                                                                                                   now
                                                                                                                                   owned
                                                                                                                                   or
                                                                                                                                   hereafter
                                                                                                                                   acquired.                                                                                           
	 	 	 
	 	 	 
	 	 	 







 


as well as any and all other
property which is now or hereafter listed in any separate security agreement or mortgage as directly or indirectly securing this
Note, and also all money and other property held by Lender on deposit in safekeeping or otherwise for the account of or to the
credit of Borrower, or in which Borrower has an interest; provided that Lender will have the right to call for additional security
as necessary. All of the documents or instruments that provide a lien or security interest in the collateral described above (the
"Collateral"), as well as any and all other documents or instruments now or hereafter executed in connection with this
Note and the loan evidenced hereby, including but not limited to any Loan Agreement by and between Lender and Borrower, are referred
to herein collectively as the "Security Documents." All of the terms and conditions of the Security Documents are incorporated
herein and made a part of this Note as if fully set forth at length herein. Any holder of this Note shall be entitled to the rights,
privileges, benefits and remedies provided in the Security Documents and in the real and personal property secured thereby. Borrower
represents and warrants to Lender that the Security Documents have been validly executed and delivered to Lender and that the Security
Documents are legally valid, binding and enforceable against Borrower (or any other party which has executed any of the Security
Documents) in accordance with their respective terms. As used herein, "Loan Documents" will mean all Security Documents
and this Note.


 


		7.	Proceeds. Each Borrower represents that the proceeds of this Note will be used exclusively
for business or commercial purposes, and that no portion of the proceeds will be used for personal, family or household purposes.



 


		8.	Covenants. Upon request, Borrower will provide financial information in form and
substance acceptable to Lender.



 


		9.	Events of Default and Remedies. The occurrence of any of the following shall be
                                                                   an "Event of Default" hereunder: (a) failure of any Borrower to make any payment when due under this Note or under
                                                                   any other note or obligation of Borrower to Lender; (b) an Event of Default under the Security Documents, or any default
                                                                   under any of the following that does not have a defined set of "Events of Default" and the lapse of any notice or
                                                                   cure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) if any Borrower or
                                                                   endorsers or Guarantors of this Note shall (i) make an assignment for the benefit of creditors, (ii) have a petition
                                                                   initiating any proceeding under the Bankruptcy Code filed by or against one or more of them, (iii) have a receiver, trustee,
                                                                   or custodian appointed for all or any material part of their respective assets, or (iv) seek to make an adjustment,
                                                                   settlement or extension of their respective debts with his, her or its (as the case may be) creditors generally; (d) a
                                                                   default with respect to any other indebtedness of any Borrower or any Guarantor for borrowed money; (e) a proceeding being
                                                                   filed by or commenced against any Borrower or any Guarantor of this Note for dissolution or liquidation, or any Borrower or
                                                                   any Guarantor of this Note voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in
                                                                   the event a judgment or writ or order of attachment or garnishment is made and issued against any Borrower or any Borrower's
                                                                   property; (g) in the event that this Note or any guaranty executed by any Guarantor is secured, the failure of Borrower or
                                                                   any Guarantor to provide Lender with additional collateral if in the opinion of Lender at any time or times, the market value
                                                                   of any of the collateral securing this Note or any guaranty has depreciated; (h) the revocation or attempted revocation, in
                                                                   whole or in part, of any guaranty by any Guarantor or the death of any Borrower or any Guarantor (if an individual); (i) any
                                                                   representation or warranty made by any Borrower or Guarantor to Lender in any document, including but not limited to the
                                                                   Security Documents, or any other documents now or in the future securing the obligations of any Borrower or any Guarantor to
                                                                   Lender, is false or erroneous in any material respect; (j) the failure of any Borrower or any Guarantor to observe or perform
                                                                   any covenant or other agreement with Lender contained in any document executed in connection with the Loan(s), including but
                                                                   not limited to this Note or any of the Security Documents; (k) in the event Lender in good faith deems itself insecure
                                                                   with respect to payment of this Note, or in good faith believes the prospect of payment is impaired, or Lender determines in
                                                                   the exercise of its sole judgment that Lenders perfection in any of the Collateral is impaired: or (1) the failure of any
                                                                   Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document,
                                                                   including but not limited to the Security Documents or any documents now or in the future securing the obligations of any
                                                                   Borrower or any Guarantor to Lender. As used herein, the term "Guarantor" will mean any guarantor of the
                                                                   obligations of Borrower to Lender whether existing on the date of this Note or arising in the future, or any person who
                                                                   pledges particular Collateral for the security of this Note whether or not the debt itself is guaranteed, existing on the
                                                                   date of this Note or arising in the future. Upon the occurrence of an Event of Default: (i) the outstanding principal balance
                                                                   hereunder together with any additional amounts secured by the Security Documents, at the option of the holder and without
                                                                   demand or notice of any kind (which are hereby expressly waived), may be accelerated and become immediately due and payable,
                                                                   (ii) this Note, together with all arrearages of interest will from the date of the occurrence of the Event of Default bear
                                                                   interest at the Default Rate, (iii) Borrower will pay to Lender all reasonable attorneys' fees, court costs and expenses
                                                                   incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the Note, and (iv) Lender may
                                                                   exercise from time to time any of the rights and remedies available to the holder under the Security Documents or
                                                                   under applicable law.



 






    	-4-



    	 



    




 


		10.	Prepayment. If
                                                                    the interest rate applicable to this Note is fixed pursuant
                                                                    to Section 1 of this Note, the applicability of the
                                                                    prepayment premium will be indicated below. If a box is not
                                                                    checked in this Section 10, there will be no prepayment
                                                                    premium.



 


		x	The
indebtedness may be prepaid in whole or in part without premium or penalty.



 


		 ̈	Notwithstanding anything contained
                                                                                                                herein to the contrary, upon any full or partial prepayment by or on behalf of Borrower (whether voluntary, on default or
                                                                                                                otherwise), Borrower shall, upon demand by Lender, pay Lender as compensation for the cost of being prepared to advance fixed
                                                                                                                rate funds hereunder an amount equal to the Prepayment Premium. "Prepayment Premium" means an amount equal
                                                                                                                to the value, if positive, of the product of (a) the difference between (i) the yield, on the date of execution of this Note,
                                                                                                                of a U.S. Treasury obligation with a maturity similar to the term of this Note minus (ii) the yield on the prepayment
                                                                                                                date of a U.S. Treasury obligation with a maturity similar to the remaining maturity of the Note, and (b) the principal
                                                                                                                amount to be prepaid, and (c) the number of years, including fractional years, from the prepayment date to the end of
                                                                                                                original term of the Note. The yield on any U.S. Treasury obligation shall be determined by reference to Federal Reserve
                                                                                                                Statistical Release H.15(519) "Selected Interest Rates". The Prepayment Premium shall also apply to any payments
                                                                                                                made after acceleration of the maturity of this Note while a Fixed Rate is in effect.
	 	 	 



 






    	-5-



    	 



    




 


		 ̈	In the event that this box is checked,
Borrower may prepay to Lender in any calendar year up to 10% in the aggregate of the outstanding principal balance of this Note
as determined on the first day of each calendar year (or, in the event that this Note was not in existence on the first day of
a calendar year, then on the date that such Note was executed) without premium or penalty. Unused amounts from any given calendar
year may not be carried forward into the next calendar year.



 


Payments received will be applied
in the following order: (i) to charges, fees and expenses (including reasonable attorneys' fees), (ii) to accrued interest, and
(iii) to principal. Any additional payments will be applied in the foregoing order and, to the extent applied to principal, will
be applied to installments of principal payable hereunder in the inverse order of maturity.


 


		11.	Cumulative Remedies. All
rights and remedies of the holder of this Note shall be cumulative to the fullest extent allowed by law. Time shall be of the essence
for paying interest on the principal of this Note.
	 	 	 



		12.	Waiver. All parties
                                                                   to this Note, whether a borrower, endorsers, sureties, guarantors
                                                                   or otherwise connected herein, waive presentment, demand, notice
                                                                   of dishonor, protest, notice of protest, notice of nonpayment
                                                                   or non-acceptance, any other notice and all due diligence or
                                                                   promptness that may otherwise be required by law, and all exemptions
                                                                   to which they may now or hereafter be entitled under the laws
                                                                   of the Commonwealth of Kentucky, the United States of America,
                                                                   or any state thereof. No delay or failure on the part of Lender
                                                                   to exercise any right, remedy or power hereunder, under any
                                                                   of the Loan Documents or under applicable law will impair or
                                                                   waive any such right, remedy or power (or any other right,
                                                                   remedy or power), be considered a waiver of or an acquiescence
                                                                   in any breach, default or Event of Default or affect any other
                                                                   or subsequent breach, default or Event of Default of the same
                                                                   or a different nature. No waiver of any breach, default or
                                                                   Event of Default, nor any modification, waiver, discharge or
                                                                   termination of any provision of this Note, nor consent to any
                                                                   departure by Borrower therefrom, will be established by conduct,
                                                                   custom or course of dealing; and no modification, waiver, discharge,
                                                                   termination nor consent will in any event be effective unless
                                                                   the same is in writing, signed by Lender and specifically refers
                                                                   to this Note, and then such modification, waiver, discharge
                                                                   or termination or consent will be effective only in the specific
                                                                   instance and for the specific purpose for which given. No notice
                                                                   to or demand on Borrower in any case will entitle Borrower
                                                                   to any other or further notice or demand in the same or any
                                                                   similar or other circumstance.
	 	 	 



		13.	Expenses
                                                                                                                                   Incurred
                                                                                                                                   by
                                                                                                                                   Lender.
                                                                                                                                   If
                                                                                                                                   Lender
                                                                                                                                   expends
                                                                                                                                   sums
                                                                                                                                   in
                                                                                                                                   defending
                                                                                                                                   or
                                                                                                                                   otherwise
                                                                                                                                   protecting
                                                                                                                                   its
                                                                                                                                   collateral
                                                                                                                                   under
                                                                                                                                   the
                                                                                                                                   Loan
                                                                                                                                   Documents
                                                                                                                                   prior
                                                                                                                                   to
                                                                                                                                   an
                                                                                                                                   Event
                                                                                                                                   of
                                                                                                                                   Default,
                                                                                                                                   or
                                                                                                                                   if
                                                                                                                                   any
                                                                                                                                   Event
                                                                                                                                   of
                                                                                                                                   Default
                                                                                                                                   occurs
                                                                                                                                   under
                                                                                                                                   this
                                                                                                                                   Note,
                                                                                                                                   and
                                                                                                                                   this
                                                                                                                                   Note
                                                                                                                                   is
                                                                                                                                   placed
                                                                                                                                   in
                                                                                                                                   the
                                                                                                                                   hands
                                                                                                                                   of
                                                                                                                                   an
                                                                                                                                   attorney
                                                                                                                                   for
                                                                                                                                   collection,
                                                                                                                                   or
                                                                                                                                   is
                                                                                                                                   collected
                                                                                                                                   through
                                                                                                                                   any
                                                                                                                                   court,
                                                                                                                                   including,
                                                                                                                                   without
                                                                                                                                   limitation, bankruptcy
                                                                                                                                   court,
                                                                                                                                   then
                                                                                                                                   Borrower
                                                                                                                                   promises
                                                                                                                                   to
                                                                                                                                   pay
                                                                                                                                   the
                                                                                                                                   holder
                                                                                                                                   of
                                                                                                                                   this
                                                                                                                                   Note
                                                                                                                                   the
                                                                                                                                   reasonable
                                                                                                                                   attorneys'
                                                                                                                                   fees
                                                                                                                                   and
                                                                                                                                   legal
                                                                                                                                   costs
                                                                                                                                   incurred
                                                                                                                                   in
                                                                                                                                   collecting
                                                                                                                                   or
                                                                                                                                   attempting
                                                                                                                                   to
                                                                                                                                   collect
                                                                                                                                   or
                                                                                                                                   securing
                                                                                                                                   or
                                                                                                                                   attempting
                                                                                                                                   to
                                                                                                                                   secure
                                                                                                                                   this
                                                                                                                                   Note
                                                                                                                                   or
                                                                                                                                   enforcing
                                                                                                                                   the
                                                                                                                                   rights
                                                                                                                                   of
                                                                                                                                   such
                                                                                                                                   holder
                                                                                                                                   with
                                                                                                                                   respect
                                                                                                                                   to
                                                                                                                                   any
                                                                                                                                   collateral
                                                                                                                                   securing
                                                                                                                                   this
                                                                                                                                   Note,
                                                                                                                                   including,
                                                                                                                                   without
                                                                                                                                   limitation,
                                                                                                                                   appraisal
                                                                                                                                   fees,
                                                                                                                                   costs
                                                                                                                                   of
                                                                                                                                   environmental
                                                                                                                                   audits,
                                                                                                                                   site
                                                                                                                                   assessments
                                                                                                                                   and/or
                                                                                                                                   remediation,
                                                                                                                                   to
                                                                                                                                   the
                                                                                                                                   fullest
                                                                                                                                   extent
                                                                                                                                   allowed
                                                                                                                                   by
                                                                                                                                   the
                                                                                                                                   laws
                                                                                                                                   of
                                                                                                                                   the
                                                                                                                                   Commonwealth
                                                                                                                                   of
                                                                                                                                   Kentucky
                                                                                                                                   or
                                                                                                                                   any
                                                                                                                                   state
                                                                                                                                   in
                                                                                                                                   which
                                                                                                                                   any
                                                                                                                                   collateral
                                                                                                                                   for
                                                                                                                                   this
                                                                                                                                   Note
                                                                                                                                   is
                                                                                                                                   situated.






 



    	-6-



    	 



    






 



		14.	Rights of Lender.
                                                                   Lender may, with or without notice to any party and without
                                                                   affecting the obligations of any Borrower, surety, Guarantor,
                                                                   endorser, accommodation party or any other party to this Note,
                                                                   (a) renew, extend or otherwise postpone the time for payment
                                                                   of either principal of this Note or interest thereon from time
                                                                   to time, (b) release or discharge any one or more parties liable
                                                                   on this Note, (c) suspend the right to enforce this Note with
                                                                   respect to any person(s), including any present or future Guarantor
                                                                   of this Note, (d) change, exchange or release any property
                                                                   in which Lender possesses any interest securing this Note,
                                                                   (e) justifiably or otherwise, impair any collateral securing
                                                                   this Note or suspend the right to enforce against any such
                                                                   collateral, and (f) at any time it deems it necessary or proper,
                                                                   call for and should it be made available, accept, as additional
                                                                   security, the signature(s) of an additional party or a security
                                                                   interest in property of any kind or description or both.
	 	 	 



		15.	Complete Agreement. This Note and the Security Documents are the entire and complete
agreement of the parties hereto and supersede all previous understandings and agreements relating to the subject matter hereof.
This Note and the Security Documents may be amended only by an instrument in writing that explicitly states that it amends this
Note or such Security Documents and is signed by Borrower and acknowledged by Lender.
	 	 	 



		16.	Severability. The provisions of this Note are intended to be severable. If any provision
of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
	 	 	 



		17.	Joint and Several Liability.
                                                                   In the event more than one individual or entity executes
                                                                   this Note on behalf of Borrower, then the terms and conditions
                                                                   of this Note and the obligations hereunder shall be binding
                                                                   upon each signatory jointly and severally.
	 	 	 



		18.	Late
                                                                                                                                                     Charge,
                                                                                                                                                     Default
                                                                                                                                                     Rate,
                                                                                                                                                     and
                                                                                                                                                     Prepayment
                                                                                                                                                     Premium.



 


		18.1	The Late Charge, the Default Rate, and the Prepayment Premium, if any, are imposed as
                                                                         liquidated damages for the purpose of defraying Lender's expenses incident to the handling of delinquent payments, but are in
                                                                         addition to, and not in lieu of, Lender's exercise of any rights and remedies hereunder, under the other Security Documents
                                                                         or under applicable law, and any fees and expenses of any agents or any reasonable fees and expenses of any attorneys which
                                                                         Lender may employ. In addition, the Default Rate reflects the increased credit risk to Lender of carrying a loan that is in
                                                                         default. Borrower agrees that the Late Charge, Default Rate, and Prepayment Premium are reasonable forecasts of just
                                                                         compensation for anticipated and actual harm incurred by Lender, and that the actual harm incurred by Lender cannot be
                                                                         estimated with certainty and without difficulty.



 






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		18.2	Nothing contained in this Note regarding late charges or the Default Rate will be construed in
any way to extend the due date of any payment or waive any payment default, and each such right is in addition to, and not in lieu
of, the other and any other rights and remedies of Lender hereunder, under any of the Security Documents or under applicable law
(including, without limitation, the right to interest, reasonable attorneys' fees and other expenses).
	 	 	 



		19.	Usury. Without
                                                                   limiting the generality of the foregoing, if from any circumstances
                                                                   whatsoever the fulfillment of any provision of this Note involves
                                                                   transcending the limit of validity prescribed by any applicable
                                                                   usury statute or any other applicable law with regard to obligations
                                                                   of like character and amount, then the obligation to be fulfilled
                                                                   will be reduced to the limit of such validity as provided in
                                                                   such statute or law, so that in no event will any exaction
                                                                   of interest be possible under this Note in excess of the limit
                                                                   of such validity and the right to demand any such excess is
                                                                   hereby expressly waived by Lender. As used in this Section,
                                                                   "applicable usury statute" and "applicable law"
                                                                   mean such statute and law in effect on the date hereof, subject
                                                                   to any change therein that result in a higher permissible rate
                                                                   of interest.
	 	 	 



		20.	Singular
                                                                                                                                   and
                                                                                                                                   Plural
                                                                                                                                   Terms.
                                                                                                                                   Wherever
                                                                                                                                   used
                                                                                                                                   herein,
                                                                                                                                   the
                                                                                                                                   singular
                                                                                                                                   number
                                                                                                                                   shall
                                                                                                                                   include
                                                                                                                                   the
                                                                                                                                   plural,
                                                                                                                                   the
                                                                                                                                   plural
                                                                                                                                   the
                                                                                                                                   singular,
                                                                                                                                   and
                                                                                                                                   the
                                                                                                                                   use
                                                                                                                                   of
                                                                                                                                   any
                                                                                                                                   gender
                                                                                                                                   shall
                                                                                                                                   include
                                                                                                                                   all
                                                                                                                                   genders.
	 	 	 



		21.	Binding Effect. This
                                                                   Note will bind Borrower and the heirs, executors, administrators,
                                                                   successors and assigns of Borrower, and the benefits hereof
                                                                   will inure to the benefit of Lender and its successors and
                                                                   assigns. All references herein to the "Borrower"
                                                                   and "Lender" will include the respective heirs, administrators,
                                                                   successors and assigns thereof; provided, however, that Borrower
                                                                   may not assign this Note in whole or in part without the prior
                                                                   written consent of Lender and Lender at any time may assign
                                                                   this Note in whole or in part (but no assignment by Lender
                                                                   of less than all of this Note will operate to relieve Borrower
                                                                   from any duty to Lender with respect to the unassigned portion
                                                                   of this Note).
	 	 	 



		22.	Repayment by Lender.
                                                                   If at any time all or any part of any payment or transfer
                                                                   of any kind received by Lender with respect to all or any part
                                                                   of this Note is repaid, set aside or invalidated by reason
                                                                   of any judgment, decree or order of any court or administrative
                                                                   body, or by reason of any agreement, settlement or compromise
                                                                   of any claim made at anytime with respect to the repayment,
                                                                   recovery, setting aside or invalidation of all or any part
                                                                   of such payment or transfer, Borrower's obligations under this
                                                                   Note will continue (and/or be reinstated) and Borrower will
                                                                   be and remain liable, and will indemnify, defend and hold harmless
                                                                   Lender for, the amount or amounts so repaid, recovered, set
                                                                   aside or invalidated and all other claims, demands, liabilities,
                                                                   judgments, losses, damages, costs and expenses incurred in
                                                                   connection therewith. The provisions of this Section will be
                                                                   and remain effective notwithstanding any contrary action which
                                                                   may have been taken by Borrower in reliance upon such payment
                                                                   or transfer, and any such contrary action so taken will be
                                                                   without prejudice to Lender's rights hereunder and will be
                                                                   deemed to have been conditioned upon such payment or transfer
                                                                   having become final and irrevocable. The provisions of this
                                                                   Section will survive any termination, cancellation or discharge
                                                                   of this Note.



 






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		23.	Notices.All
                                                                                     notices, demands, requests, consents or approvals
                                                                                     and other communications required or permitted
                                                                                     hereunder will be in writing, and, to the
                                                                                     extent required by applicable law, will comply
                                                                                     with the requirements of the Uniform Commercial
                                                                                     Code then in effect, and will be addressed
                                                                                     to such party at the address set forth below
                                                                                     or to such other address as any party may
                                                                                     give to the other in writing for such purpose:



  


	 	To Lender:	 	Central Bank of Jefferson
	 	 	 	County, Inc.
	 	 	 	9300 Shelbyville Rd., Suite 100
	 	 	 	Louisville KY 40222
	 	 	Attn:	Mary Littrell, Vice President
	 	 	 	 
	 	To Borrower:	 	Lightyear Network Solutions,
	 	 	 	LLC
	 	 	 	1901 Eastpoint Parkway
	 	 	 	Louisville KY 40223
	 	 	Attn:	 


 


All such communications, if personally
delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered, or if sent
by telex, facsimile or telegraphic means, on the day on which transmitted, or if sent by overnight courier service, on the day
after deposit thereof with such service, or if sent by certified or registered mail, on the third business day after the day on
which deposited in the mail.


 


		24.	Governing Law. This Note has been delivered and accepted at and will be deemed to
have been made at Louisville, Kentucky and will be interpreted and the rights and liabilities of the parties hereto determined
in accordance with the laws of the Commonwealth of Kentucky, without regard to conflicts of law principles.
	 	 	 



		25.	Jurisdiction.
                                                                   Borrower hereby irrevocably agrees and submits to the exclusive
                                                                   jurisdiction of any state or federal court located within Jefferson
                                                                   County, Kentucky, or, at the option of Lender in its sole discretion,
                                                                   of any state or federal court(s) located within any other county,
                                                                   state or jurisdiction in which Lender at any time or from time
                                                                   to time chooses in its sole discretion to bring an action or
                                                                   otherwise exercise a right or remedy, and Borrower waives any
                                                                   objection based on forum non conveniens and any objection
                                                                   to venue of any such action or proceeding.
	 	 	 



		26.	Waiver
                                                                                                                                 of
                                                                                                                                 Jury
                                                                                                                                 Trial. The
                                                                                                                                 parties
                                                                                                                                 hereto
                                                                                                                                 each
                                                                                                                                 waive
                                                                                                                                 any
                                                                                                                                 right
                                                                                                                                 to
                                                                                                                                 trial
                                                                                                                                 by
                                                                                                                                 jury
                                                                                                                                 in
                                                                                                                                 any
                                                                                                                                 action
                                                                                                                                 or
                                                                                                                                 proceeding
                                                                                                                                 relating
                                                                                                                                 to
                                                                                                                                 this
                                                                                                                                 Note,
                                                                                                                                 or
                                                                                                                                 any
                                                                                                                                 actual
                                                                                                                                 or
                                                                                                                                 proposed
                                                                                                                                 transaction
                                                                                                                                 or
                                                                                                                                 other
                                                                                                                                 matter
                                                                                                                                 contemplated
                                                                                                                                 in
                                                                                                                                 or
                                                                                                                                 relating
                                                                                                                                 to
                                                                                                                                 any
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 foregoing.



 






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IN WITNESS WHEREOF,
Borrower has executed this Note as of the 19th day of December. 2012.


 


	BORROWER
	 
	Lightyear Network Solutions, LLC
	 
	/s/ Steve Lochmueller
	BY: Lightyear Network Solutions, Inc., Member
	BY: Steve Lochmueller, CEO
	 






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