EXHIBIT 10.1.2


 


REVOLVING LOAN NOTE


 


	USD$5,000,000	November 14, 2016


 


FOR VALUE RECEIVED, the
undersigned hereby promises to pay to the order of East
West Bank (the “Revolving Loan Lender”), on the Maturity Date (as defined in the Credit Agreement
referred to below) the principal amount of FIVE MILLION DOLLARS AND 00/100 (USD $5,000,000), or such lesser principal amount of
the Revolving Loan (as defined in the Credit Agreement referred to below) payable by Borrower to Revolving Loan Lender on such
Maturity Date under that certain Credit Agreement, dated as of November 14, 2016, by and among Fusion
NBS Acquisition Corp., a Delaware corporation (“Borrower”), East West Bank (“EWB”),
as Administrative Agent, Swingline Lender, an Issuing Bank, and a Lender, and each other Lender from time to time party thereto
(as amended, restated, extended, supplemented or otherwise modified in writing from time to time (the “Credit Agreement”).
Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.


 


Borrower shall make such
prepayments on this Revolving Loan Note as are required by Sections 2.13 and 2.14 of the Credit Agreement.


 


Borrower promises to pay
interest on the unpaid principal amount of each Revolving Loan from the date such Revolving Loan until such principal amount is
paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.


 


All payments of principal
and interest shall be made to Revolving Loan Lender for the account of Revolving Loan Lender in Dollars in immediately available
funds at Revolving Loan Lender’s payment office or at such other address as the Revolving Loan Lender may, from time to time,
designate in writing.


 


If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) computed at the Default Rate.


 


This Revolving Loan Note
is one of the “Notes” referred to in the Credit Agreement. Reference is hereby made to the Credit Agreement
for rights and obligations of payment and prepayment, Events of Default and the right of Administrative Agent to accelerate the
maturity hereof upon the occurrence of such Events of Default. The Revolving Loans shall be evidenced by one or more loan accounts
or records maintained by Revolving Loan Lender in the ordinary course of business. Revolving Loan Lender may also attach schedules
to this Revolving Loan Note and endorse thereon the date, amount and maturity of the Revolving Loans and payments with respect
thereto.


 




    	 	 	 



     


    

 


Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment
of this Revolving Loan Note.


 


Borrower agrees to pay
all reasonable collection expenses, court costs and Attorney Costs (whether or not litigation is commenced) which may be incurred
by Revolving Loan Lender in connection with the collection or enforcement of this Revolving Loan Note.


 


THIS REVOLVING LOAN NOTE
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES.


  


[signature page follows]


 




    	 	 	 



     


    

 


	 	FUSION NBS ACQUISITION CORP., a
	 	Delaware corporation, as the Borrower
	 	 
	 	By:	 
	 	Name: Gordon Hutchins, Jr.
	 	Title: President and Chief Operating Officer


 




    	 	 	 



     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 







	

Date	 	

End of Interest

Period	 	Amount of

Principal of

Interest Paid

This Date	 	

Outstanding

Principal

Balance This

Date	 	

Notation Made

by
	 	 	 	 	 	 	 	 	 
	__________	 	__________	 	__________	 	__________	 	__________
	 	 	 	 	 	 	 	 	 
	__________	 	__________	 	__________	 	__________	 	__________
	 	 	 	 	 	 	 	 	 
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	__________	 	__________	 	__________	 	__________	 	__________
	 	 	 	 	 	 	 	 	 
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