Exhibit 10.28


 


(1)
AGREEMENT AND WAIVER


 


Reference
is hereby made to the Note Purchase Agreement dated May 1, 2017 (the “Agreement”) and Agreement and Waiver
dated August 29, 2017 (the “August Waiver”) by and between Arkados Group, Inc. (now Solbright Group, Inc.),
a Delaware corporation (the “Company”), and the undersigned entities (collectively, “AIP”).
All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.


 


WHEREAS,
on May 1, 2017 (the “Closing Date”), the Company and AIP completed a financing transaction pursuant to
which the Company raised capital by issuing (i) secured convertible promissory notes (the “Notes”) in the aggregate
principal amount of $2,500,000 and (ii) warrants to purchase shares of Company common stock to AIP and its affiliated entities
in accordance with the terms of the Agreement;


 


WHEREAS,
in connection with entering into the Agreement, the Company also entered into a registration rights agreement of the same
date (the “Registration Rights Agreement”) with AIP with respect to the registration of the shares of Company
common stock issuable upon conversion of the Notes (the “Conversion Shares”) and exercise of the warrants (the
“Warrant Shares” and together with the Conversion Shares, the “Registrable Securities”),
and pursuant to the terms of the Registration Rights Agreement agreed to file a registration statement on Form S-1 (the “Registration
Statement”) by July 15, 2017 (the “Initial Filing Date”) with the Securities and Exchange Commission
to register the Registrable Securities for resale to the public;


 


WHEREAS,
failure to file the Registration Statement by the Initial Filing Date constitutes an “Event of Default” under
Section 9.1(c) of the Agreement, and the Company failed to file the Registration Statement by the Initial Filing Date, which was
extended by the August Waiver to September 1, 2017, and as of December 21, 2017, the Company is still in default of the Agreement
and requested an extension to January 30, 2018;


 


WHEREAS,
failure to meet financial covenants and raise required equity up to date as per Article 8 of the Agreement constitutes an
“Event of Default” and is thus, in default of the Agreement; and


 


WHEREAS,
Section 9.6 of the Agreement gives the Majority Holders the power to instruct the Security Agent waive the Events of Default.


 


NOW
THEREFORE, the parties agree as follows:


 


1.          The
Majority Holders hereby waive, and instruct the Security Agent to waive, the Events of Default referenced in the recitals up to
the December 31, 2017 and extend the Initial Filing Date to January 30, 2018, subject to terms below.


 






    


     


    

 


2.         Arkados
Group, Inc. hereby agrees to issue 1,000,000 additional shares of its common stock, par value $0.0001 per share, to the Holders,
to be issued in four certificates to Noteholder, pro-rata (the “Waiver Fee”).


 


3.         Except
as explicitly stated in this Agreement and Waiver, the terms and conditions of the Agreement remain in full force and effect.
Without limiting the foregoing:


 


(a)
Section 8.1(s) shall apply for periods beginning February 1, 2018.


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement and Waiver effective as of as of December 21, 2017.


	 	 	 
	 	SOLBRIGHT
                    GROUP, INC.,




		 	 
	 	By:	/s/ Terrence De Franco
	 	Name: Terrence De Franco




	 	Title:   CEO









	 	 	 
	 	AIP
                    ASSET MANAGEMENT INC.,

                    as Security Agent




		 	 
	 	By:	/s/ Jay Bala
	 	Name: Jay Bala, CFA




	 	Title:   President









	 	 	 
	 	AIP
                    PRIVATE CAPITAL INC.,

                    as a Holder




		 	 
	 	By:	/s/ Alex Kanayev
	 	Name: Alex Kanayev




	 	Title:   Managing
                    Partner






 



    	Agreement and Waiver	 2	December 21, 2017



     


    









 


	 	 	 
	 	AIP
CANADIAN ENHANCED INCOME 




	CLASS,	 	 
	 	as a Holder
	 	 	 
	 	By:	/s/ Jay Bala
	 	Name: Jay Bala, CFA




	 	Title: Portfolio Manager













	 	 	 
	 	AIP GLOBAL
MACRO FUND, LP,

as a Holder




		 	 
	 	By:	/s/ Jay Bala
	 	Name: Jay Bala, CFA




	 	Title: Portfolio Manager









	 	 	 
	 	AIP
GLOBAL MACRO CLASS,

as a Holder 




	 	 	 
	 	By:	/s/ Jay Bala
	 	Name: Jay Bala, CFA




	 	Title: Portfolio Manager






  






    	Agreement and Waiver	 3	December 21, 2017