Exhibit 10.2


 








	Exhibit I-1
	Form of Initial Term Loan Note
	Lender: [NAME OF LENDER]	New York, New York
	Principal Amount: $[●]	Dated:  [·]




FOR VALUE RECEIVED, the undersigned, JUS-COM, INC., an Indiana corporation (the “Borrower”),
hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount
set forth above, or, if less, the aggregate unpaid principal amount of the Initial Term Loan of the Lender to the Borrower, payable
at such times and in such amounts as are specified in the Credit Agreement referred to below. Capitalized terms used herein without
definition are used as defined in the Credit Agreement.


 


The Borrower promises
to pay interest on the unpaid principal amount of the Initial Term Loan from the date made until such principal amount is paid
in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment,
protest and notice of non-payment and protest are hereby waived by the Borrower.


 


Both principal and
interest are payable in Dollars to Lateral Juscom Feeder LLC, as Administrative Agent, at the address set forth in the Credit Agreement,
in immediately available funds.


 


This Initial Term Loan
Note (this “Note”) is one of the ITL Notes referred to in, and is entitled to the benefits of, the Credit
Agreement dated as of October 28, 2015 (as the same may be amended, modified and/or restated from time to time, the “Credit
Agreement”) among the Borrower, the other Credit Parties party thereto, the Lenders party thereto, and Lateral Juscom
Feeder LLC, as Administrative Agent.


 


The Credit Agreement,
among other things, (a) provides for the making of the Initial Term Loan by the Lender to the Borrower in an aggregate amount
not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such
Initial Term Loan being evidenced by this Note, and (b) contains provisions for acceleration of the maturity of the unpaid
principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal
hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Note is a Loan
Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including
Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial), 9.22 (Joint and Several) and 11.2 (Other Interpretive
Provisions) thereof.


 


This Note is a registered
obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.


 


This Note shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.


 


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signature page follows.]


 






     


     


    

 


IN WITNESS WHEREOF,
the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the
place set forth above.


 


JUS-COM, INC., an Indiana corporation, the
Borrower


 




By: /s/ John C. Wood

      Name: John C. Wood

      Title: President