Exhibit 4.26


 





AMENDMENT
#1 TO THE CONVERTIBLE PROMISSORY NOTE 

AISSUED ON OR AROUND APRIL 21, 2017 


THIS
AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on November 10, 2017 (the “Effective
Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and SBI Investments LLC,
2014-1 (the “Holder”) (collectively the “Parties”).


BACKGROUND


A.
The Company issued that certain convertible promissory note in the original principal amount of $318,181.00 (the “Note”)
to the Holder on or around April 21, 2017 (the “Issue Date”).


B.
The Company and Holder desire to amend the Note as set forth expressly below.


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.
       The Holder shall forbear from enforcing its rights under Section 3.1 of the Note, for
any events that may have occurred prior to the date of this Amendment, so long as the Company fully complies with this Amendment.


2.
       The Maturity Date of the Note shall be extended to November 21, 2017, if the Company issues 100,000 shares of its common stock
to the Holder on or before November 13, 2017. 


3.
       So long as the Company timely fulfilled its obligations under Section 1 of this Amendment, the Maturity Date of the Note shall
be extended to December 21, 2017, if the Company issues 100,000 shares of its common stock to the Holder on or before November
22, 2017. 


4.
       So long as the Company timely fulfilled its obligations under Section 1 and 2 of this Amendment, the Maturity Date of the Note
shall be extended to January 21, 2017, if the Company issues 100,000 shares of its common stock to the Holder on or before December
22, 2017. 


5.
       So long as the Company timely fulfilled its obligations under Section 1, 2, and 3 of
this Amendment, the Maturity Date of the Note shall be extended to February 21, 2018, if the Company issues 100,000 shares of
its common stock to the Holder on or before January 22, 2018.


6.
       All issuances of the Company’s common stock hereunder shall be in accordance with
the beneficial ownership limitations contained in the Note. In the event that any issuance hereunder would exceed the beneficial
ownership limitations provided in the Note, the Holder shall request such issuances in tranches such that the beneficial ownership
limitations in the Note are complied with.


7.
       This Amendment shall be deemed part of, but shall take precedence over and supersede
any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note,
which are not in conflict with the terms of this Amendment, shall remain in full force and effect.


[Signature
page to follow]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Arkados Group, Inc.	 	SBI Investments LLC, 2014-1
	 	 	 	 	 
	By:	/s/ Terrence
    DeFranco	 	By:	/s/ Peter
    Wisniewski
	Name: Terrence DeFranco	 	Name: Peter Wisniewski
	Title: Chief Executive Officer	 	Title: President


 





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