Exhibit 4.1


 


THIS SECURED LOAN NOTE DEED HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY OTHER JURISDICTION AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS, OR SUCH OFFER, SALE, TRANSFER, PLEDGE
OR HYPOTHECATION IS EXEMPT FROM SUCH REGISTRATION.


 


SECURED LOAN NOTE DEED


 


CARTESIAN LIMITED


 


	US$3,268,664	March 18, 2014


 


Cartesian
Limited, a company incorporated and registered in England and Wales with company number 03230513, whose registered office is
at Descartes House, 8 Gate Street, London WC2A 3HP, United Kingdom (“Company”), for value received, hereby
promises to pay to Elutions Capital Ventures S.à r.l, a company incorporated in Luxembourg, or its successors and
permitted assigns (“Holder”), the principal amount of Three Million Two Hundred Sixty-Eight Thousand Six
Hundred and Sixty-Four US Dollars (US$3,268,664), with interest on the unpaid principal balance hereof, all as hereinafter
further provided.


 


1.  
        INVESTMENT AGREEMENT


 


This Secured Loan Note
Deed (this “Note”) has been issued by Company pursuant to an Investment Agreement, dated as of February 25,
2014, between the parent company of the Company, The Management Network Group, Inc., a Delaware corporation (“TMNG”),
and the parent company of Holder, Elutions, Inc., a Delaware corporation (“Elutions – U.S.”) (as it may
be amended from time to time in accordance with its terms, the “Investment Agreement”). Initially capitalized
terms used but not defined herein shall have the respective meanings assigned to them in the Investment Agreement. This Note is
subject to the terms and conditions of the Investment Agreement.


 


2.     
     PAYMENTS


 


2.1           Maturity.
If this Note has not previously been redeemed in accordance with Section 2.4, then the entire outstanding principal of,
and any accrued and unpaid interest on, this Note shall be due and payable in full on the fifth (5th) anniversary of
the date hereof (the “Maturity Date”).


 




    	 



    	 



    

 


2.2          Interest.
Interest on this Note shall accrue from the date hereof on the outstanding principal balance of this Note, until this Note is paid
in full, at the rate of 7.825% per annum, compounded annually on each anniversary of the date hereof. Accrued interest on the unpaid
principal balance shall become due and payable, if this Note has not been redeemed in accordance with Section 2.4, monthly
in arrears on the first Business Day of each calendar month, and on the Maturity Date or any other date on which such unpaid principal
balance shall become due and payable in full (each such date being an “Interest Payment Date”). After the occurrence
of an Event of Default, the unpaid balance of the Principal shall bear interest from and including the date of such Event of Default
until paid in full or until such Event of Default has been waived or remedied at a rate per annum equal to 9.825%. Interest on
this Note shall be computed on the basis of a year of 360 days for the actual number of days elapsed. If any Interest Payment Date
would fall on a day that is not a Business Day, then the payment due on such Interest Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment Date and such extension of time shall in such case
be included in the computation of payment of interest.


 


2.3          Secured
Obligations. All amounts due to Holder under this Note are secured by certain assets and properties of TMNG and, where applicable,
its specified Subsidiaries pursuant to the Security Agreement.


 


2.4          Redemption
Options.


 


(a)          Holder
may cause Company to redeem this Note in whole for an amount equal to the unpaid principal balance of the Note together with any
accrued and unpaid interest thereon upon providing Company written notice of such redemption election not less than thirty (30)
days prior to the redemption date together with surrender of this Note for cancellation. The redemption amount shall be payable
as provided in Section 2.5.


 


(b)          At
any time, and from time to time, on or after the date that is 30 months following issuance of this Note, the Company shall be entitled
to redeem this Note in whole for an amount equal to the unpaid principal balance of the Note together with any accrued and unpaid
interest thereon upon providing Holder written notice of such redemption election not less than thirty (30) days prior to the redemption
date, and Holder will surrender this Note for cancellation upon such redemption. The redemption amount for such redemption shall
be payable as provided in Section 2.5.


 


(c)          At
any time, and from time to time, on or after the date as of which the volume weighted average price of the Common Stock on each
Trading Day during any consecutive 90-day period after August 18, 2015 has exceeded $5.50 per share (subject to proportionate
adjustment for stock splits, subdivisions and combinations of shares and similar events affecting the Common Stock), the Company
shall be entitled to redeem this Note in whole for an amount equal to the unpaid principal balance of the Note together with any
accrued and unpaid interest thereon upon providing Holder written notice of such redemption election not less than thirty (30)
days prior to the redemption date, and Holder will surrender this Note for cancellation upon such redemption. The redemption amount
for such redemption shall be payable as provided in Section 2.5.


 




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2.5          Manner
of Payment. Payments of principal and interest on this Note shall be made by wire transfer of immediately available funds to
a bank account designated by Holder for such purpose from time to time by written notice to Company, in Great Britain Pounds Sterling
currency or such other currency as may be mutually acceptable to the Company and Holder. In respect of any payment in Great Britain
Pounds Sterling under this Note, the spot rate of exchange prevailing at the date of payment as published on such date or as then
most recently published in The Wall Street Journal for US Dollar to UK Pound (GBP/USD) currency exchange rates shall be used for
the purposes of calculating the Great British Pounds Sterling amount of such payment. Notwithstanding the foregoing, any or all
of the principal and unpaid interest to be paid to Holder under this Note shall, if requested by TMNG or Elutions – U.S.,
be applied against amounts to be paid by Elutions – U.S. to TMNG under the terms and conditions specified in the Warrant
(Tracking) and if any such amount is so applied against payment obligations of Elutions – U.S. under the Warrant (Tracking),
the amount so applied thereunder shall satisfy and reduce the Company's payment obligations to Holder under this Note by the amount
so applied under the Warrant (Tracking) (for the avoidance of doubt, Holder hereby consents to, and no further consent of Holder
shall be required with respect to, any such application or related satisfaction and reduction in the Company's payment obligations
to Holder under this Note, and any such application or related satisfaction and reduction may occur even if Holder is not then
an Affiliate of Elutions – U.S.).


 


2.6          Withholdings.
 Save as specified in Section 2.5 above, all payments made by Company under this Note shall be made in full, without
set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding, provided that, if Company
is required by law or regulation to make such deduction or withholding, it shall: (a) ensure that the deduction or withholding
does not exceed the minimum amount legally required; (b) pay to the relevant taxation or other authorities, as appropriate, the
full amount of the deduction or withholding; and (c) furnish to Holder, within the period for payment permitted by the relevant
law, either: (i) an official receipt of the relevant taxation authorities concerned on payments to them of amounts so deducted
or withheld; or (ii) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted
or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding.


 


2.7          Waivers.
Company hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of
protest, bringing of suit and diligence in taking any action to collect any amount called for hereunder, and shall be directly
and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence,
act or omission with respect to the collection of any amount called for hereunder.


 


3.     
     EVENTS OF DEFAULT


 


The occurrence of any
of the following events shall constitute an event of default (an “Event of Default”):


 


(a)          A
default in the payment of the principal of this Note, when and as the same shall become due and payable, and continuance of such
default or breach for a period of two (2) days after receipt by Company of written notice from Holder as to such default or breach;


 


(b)          A
default in the payment of any interest on this Note, when and as the same shall become due and payable, and continuance of such
default or breach for a period of two (2) days after receipt by Company of written notice from Holder as to such default or breach;


 




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(c)          A
default in the performance, or a breach, in either case in any material respect, of any covenant or agreement of Company in this
Note (other than a default specified in any other subsection of this Section 3) and continuance of such default or breach, if capable
of being cured, for a period of ten (10) days after receipt by Company of written notice from Holder as to such default or breach;


 


(d)          A
default in the performance, or a breach, in either case in any material respect, of any covenant or agreement of TMNG or any of
its Subsidiaries in any of the other Transaction Documents (other than a default specified in this Section 3) and continuance of
such default or breach, if capable of being cured, for a period of ten (10) days after receipt by Company of written notice from
Holder as to such default or breach;


 


(e)          The
incurrence or assumption by TMNG or any of its Subsidiaries of any Indebtedness that has a maturity date prior to the Maturity
Date (other than as expressly permitted pursuant to a Transaction Document);


 


(f)          If
this Note or any other Transaction Document or any material term hereof or thereof shall cease to be, or be asserted by TMNG or
any of its Subsidiaries not to be, a legal, valid and binding obligation of TMNG or any of its Applicable Subsidiaries, as applicable,
enforceable in accordance with its terms;


 


(g)          If
any Lien created under the Security Agreement on any portion of the Collateral (as defined in the Security Agreement) shall cease
to be enforceable and of the same effect and priority purported to be created thereby;


 


(h)          Other
than in relation to a solvent reorganization of TMNG or any of its Applicable Subsidiaries on terms previously approved by Holder
in writing, the entry by a court of competent jurisdiction of (i) a decree or order for relief in respect of TMNG or any of its
Applicable Subsidiaries in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar Law or (ii) a decree or order adjudging TMNG or any of its Applicable Subsidiaries as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of TMNG or any of
its Applicable Subsidiaries under any applicable federal or state Law or (iii) an order appointing a custodian, receiver, administrative
receiver, administrator, liquidator, assignee, trustee, sequestrator or other similar official of TMNG or any of its Applicable
Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive
days; or


 




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(i)          With
the exception of a solvent reorganization of TMNG or any of its Applicable Subsidiaries on terms previously approved by Holder
in writing, the commencement by TMNG or any of its Applicable Subsidiaries of a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar Law or of any other case or proceeding to be adjudicated
a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of TMNG or any of its Applicable
Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal or state Law, or the consent by
it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, administrative receiver,
administrator, liquidator, assignee, trustee, sequestrator or other similar official of TMNG or any of its Applicable Subsidiaries
of any substantial part of its property, or the making by it of a general assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by TMNG or any
of its Applicable Subsidiaries in furtherance of any such action.


 


4.      
    REMEDIES UPON DEFAULT


 


If an Event of Default
occurs and is continuing, Holder may exercise any or all of the following rights and remedies:


 


(a)          Declare
the outstanding principal of, and any accrued and unpaid interest on, this Note to be immediately due and payable, and upon such
declaration, the outstanding principal of, and any accrued and unpaid interest on, this Note shall immediately be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are expressly waived by the Company to the fullest
extent permitted by Law. In addition, Holder may exercise any and all other rights and remedies available to Holder and otherwise
available under Law and in equity.


 


(b)          If
an Event of Default specified in Section 3(h) or 3(i) occurs and is continuing, then the outstanding principal and accrued interest
on this Note and all other payments payable hereunder shall become and be immediately due and payable without any declaration or
other act on the part of the Holder, and the Holder may enforce any or all other rights and remedies available to Holder and otherwise
available under Law and in equity.


 


5.   
       TRANSFER


 


(a)          This
Note has not been registered under the Securities Act, under the securities Laws of any state of the United States, or under the
securities laws of England and Wales, and the Company is under no obligation to register the resale of this Note under any such
Laws. This Note shall not be capable of being dealt in or on any stock exchange in the United Kingdom or elsewhere and no application
has been or shall be made to any stock exchange for permission to deal in or for an official or other quotation for this Note.
This Note is not loan stock or debenture stock of Company and is not otherwise a debenture of Company. Holder represents and warrants
that, as of the date of this Note, it is a wholly-owned subsidiary (direct or indirect) of Elutions – U.S.


 




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(b)          This
Note may not be assigned, pledged, sold, or otherwise transferred (i) if such action would constitute a violation of any such securities
Laws or a breach of the conditions to any exemption from registration thereunder (including a loss of applicable exemptions under
any such securities Laws) on which Company relied in connection with the issuance of this Note, and (ii) except with respect to
a pledge, assignment as collateral, charge or any other security in favor of any bank, financial institution or any other entity
which is regularly engaged in or established for the purposes of making, purchasing or investing in loans, securities or other
financial assets, but excluding any transfer upon default or transfer requiring removal of the restrictive legend thereon, unless
and until one of the following has occurred: (A) registration or qualification of the resale of this Note as required under any
such securities Laws has become effective, or (B) the Holder has delivered to Company an opinion of counsel reasonably satisfactory
to Company that such registration or qualification is not required and such action will not constitute a breach of the conditions
to any exemption from registration thereunder (including a loss of the exemptions under any such securities Laws on which Company
relied in issuing this Note. Any purported assignment prohibited by the Investment Agreement or this Note shall be void. For the
avoidance of doubt, interests in the Warrant (Tracking) may be assigned or transferred only as permitted under the terms of the
Warrant (Tracking).


 


6.       
   MISCELLANEOUS


 


6.1           Lost
or Destroyed Note. Upon receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction or mutilation
of this Note and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement and bond reasonably
satisfactory in form and amount to Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note,
Company, at its expense, shall execute and deliver, in lieu thereof, a new Note of like date and tenor.


 


6.2           Notices.
 All notices, demands, requests, consents or other communications to be given or delivered under or by reason of the provisions
of this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery
to the party to be notified, or (b) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next business day delivery, with written verification of delivery. If any time period for giving notice or
taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the Business
Day immediately following such day. Such notices, demands, requests, consents and other communications shall be sent to the following
parties at the following addresses:


 


if to Company, to:


 


c/o The Management Network Group,
Inc.


7300 College Boulevard, Suite 302


Overland Park, Kansas 66210


Attention: CEO/President and General
Counsel


 




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if to Holder, to:


 


c/o Elutions, Inc.


601 East Twiggs Street


Tampa, Florida 33602


Attention: Chairman/CEO and General
Counsel


 


or to such other address or to the attention
of such other person as the recipient party has specified by prior written notice to the sending party.


 


6.3           Waivers.
The rights and remedies provided for herein are cumulative and not exclusive of any right or remedy that may be available to Holder
whether at law, in equity, or otherwise. No delay, forbearance, or neglect by Holder, whether in one or more instances, in the
exercise of any right, power, privilege, or remedy hereunder or in the enforcement of any term or condition of this Note shall
constitute or be construed as a waiver thereof. No waiver of any provision hereof, or consent required hereunder, or any consent
or departure from this Note, shall be valid or binding unless expressly and affirmatively made in writing and duly executed by
Holder. No waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent breach, either
of similar or different nature, unless expressly so stated in such writing.


 


6.4           Governing
Law. This Note shall be governed by and construed in accordance with the laws of the England and Wales, without giving effect
to any choice or conflict of law provision or rule (whether of England and Wales or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than England and Wales.


 


6.5           Jurisdiction.
Each of the parties hereto irrevocably agrees, for the sole benefit of Holder that, subject as provided below, the courts of England
shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Note or its subject matter
(including any dispute relating to the formation, existence, validity or termination of this Note) or any non-contractual disputes
or claims arising out of or in connection with this Note (“Dispute”). Nothing in this clause shall limit the
right of Holder to take proceedings against Company in any other court of competent jurisdiction, nor shall the taking of proceedings
in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to
the extent permitted by the law of such other jurisdiction. Each of the parties hereto agrees that the courts of England are the
most appropriate and convenient courts to settle any Dispute and accordingly neither of the parties hereto will argue to the contrary.


 


6.6           Successors
and Assigns. Except as provided in Section 5: (i) this Note and the rights and obligations of Holder hereunder may be
assigned, pledged, charged, mortgaged, or otherwise given as security, or delegated, sold or otherwise transferred (whether by
operation of Law, by contract or otherwise) by Holder without the consent of Company, including (without limitation) assignment
or other transfer by Holder of all or any of its rights and/or obligations hereunder by way of a pledge, charge, mortgage or assignment
of a security interest in all or any portion of its rights under this Note; and (ii) Company shall not assign, delegate or otherwise
transfer this Note or all or any of Company's rights and obligations under this Note without the prior written consent of Holder.
Any attempted assignment, delegation, or transfer in violation of this Section 6.6 shall be void and of no force or effect.


 




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6.7           Amendments.
This Note may be amended, modified, or supplemented only pursuant to a written instrument making specific reference to this Note
and signed by Company and Holder.


 


6.8           Severability.
Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Note is held to be invalid or unenforceable in any respect, such invalidity or unenforceability
shall not render invalid or unenforceable any other provision of this Note.


 


6.9           Not
a negotiable instrument. This Note is not a negotiable instrument.


 


6.10         Descriptive
Headings; No Strict Construction. The descriptive headings of this Note are inserted for convenience only and do not constitute
a substantive part of this Note. The parties to this Note have participated jointly in the negotiation and drafting of this Note.
If an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Note. The parties agree that prior drafts of this Note shall be deemed not to provide any evidence as
to the meaning of any provision hereof or the intention of the parties hereto with respect to this Note.


 


6.11         Entire
Agreement. This Note and the other Transaction Documents constitute the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and thereof, and supersede all prior agreements or understandings between
the parties with regard to the subject matter hereof and thereof.


 


6.12         Counterparts.
This Note may be executed simultaneously in two or more counterparts, each of which when executed and delivered shall constitute
a duplicate original but all such counterparts taken together shall constitute one and the same Note. Counterparts may be delivered
via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to
have been duly and validly delivered and be valid and effective for all purposes.


 


6.13         Note
as Deed. This Note has been executed and delivered as a deed on the date stated at the beginning of it.


 




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IN WITNESS WHEREOF,
this Note has been executed as a deed by or on behalf of the parties hereto and is delivered by each of the parties hereto as a
deed, and takes effect on the date stated at the beginning of this Note.


 


	Executed and Delivered as a Deed by	 	 
	CARTESIAN LIMITED acting by 	 	 
	Donald E. Klumb, Director,	 	/s/ Donald E. Klumb
	in the presence of:	 	 
	 	 	 
	Witness signature:	 	/s/ Thurston Cromwell
	 	 	 
	Witness name:	 	Thurston Cromwell
	 	 	 
	Witness address:	 	7300 College Blvd.,  Suite 302, Overland Park, KS, USA
	 	 	 
	Witness occupation:	 	General Counsel


 


	Executed and Delivered as a Deed by	 	 
	ELUTIONS CAPITAL VENTURES S.À R.L acting by	 	 
	William P. Doucas, Manager,	 	/s/ William P. Doucas
	in the presence of:	 	 
	 	 	 
	Witness signature:	 	/s/ Jessica Loche
	 	 	 
	Witness name:	 	Jessica Loche
	 	 	 
	Witness address:	 	11021 Wintercrest Dr., Riverview, FL 33569
	 	 	 
	Witness occupation:	 	Director of Internal Relations - Elutions


 


[Signature Page
to Secured Loan Note Deed]


 




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