Exhibit 10.4


 





EXTENSION
AGREEMENT


 


This
extension agreement (the "Agreement) is made as of April 27, 2016 by and between LATTICE INCORPORATED, a Delaware corporation
("Borrower"), and CANTONE ASSET MANAGEMENT, LLC, a Pennsylvania limited liability company ("Lender") (collectively,
the "Parties" and singularly, a "Party").


 


The
Lender previously extended credit to the Borrower in the amount of $580,000 on or about November 2, 2015 (the "Loan").
The Loan is evidenced and secured by (i) a Secured Promissory Note dated November 2, 2015, and (ii) a Loan and Security Agreement
dated November 2, 2015 (the "Loan Documents"). The Loan is secured by a security interest in certain contracts of the
Borrower. The due date of the Note is May 2, 2016 (the "Due Date").


 


Borrower
has requested, and Lender is willing to grant, a sixty (60) day extension for payment of the Loan, with a new due date of July
2, 2016 (the "New Due Date"), under the terms and conditions described below.


 


In consideration of
the mutual promises contained in this Agreement, and intending to be legally bound, the Parties agree as follows:


 


1. Representations by
Borrower. The Borrower represents as follows:


 


a)Borrower is able
to pay interest on the Loan but not principal. Lender acknowledges that Borrower has paid all interest due on the Loan as of May
2, 2016. As of the date of this Agreement, the total principal due on the Loan is $580,000.


 


b)On the date of
this Agreement, Borrower is not insolvent and is financially able to pay interest on the Loan, as described below.


 


c)The
Borrower makes no admission of default or non-compliance under the Loan Documents. For purposes of financial statement reporting
or obtaining credit, during the term of this Agreement, if requested by Borrower, the Lender agrees to issue a statement to the
effect that the Borrower is not now in default under the Loan Documents.


 


2.
Extension. Lender agrees to extend the Due Date under the Loan Documents to the New Due Date, and to forbear from exercising
any rights Lender might have under the Loan Documents or otherwise until the New Due Date under the terms and conditions of this
Agreement.


 


3. Conditions Precedent.
Lender's agreement to the New Due Date is expressly conditioned upon the timely occurrence of each of the following events:


 


a)
Interest and Payments. Interest will continue to accrue on the Loan at the rate of 14% per annum. Borrower has paid all
accrued but unpaid interest on the Loans as of May 2, 2016 upon execution of this Agreement and pay monthly interest in arrears
on the 2nd of each month beginning June 2, 2016 in the amount of $7000 on the Loan, until principal of the Loan is fully
repaid. Borrower will pay the principal and all accrued but unpaid interest on the Loan on or before the New Due Date.


 








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b)If,
at any time during which any indebtedness under the Loan remains outstanding, Borrower defaults on any indebtedness owed by Borrower
to any person (excluding trade payables under $10,000.00), Borrower must give Lender written notice of such default within five
(5) days. For the purposes of this Section 4(b), "default" shall have the same meaning as defined in the Loan Documents
or in any loan document relating to the indebtedness in default. Upon any such default that is not cured within five (5) days after
the date of such notice (regardless of any cure period found in the Loan Documents or any loan documents related to the indebtedness
in default), the default provisions as found in the Secured Note document will apply: the Maker will immediately issue to the Payee
a certificate representing 2,500,000 shares of the Maker's common stock as a late payment penalty and not as interest, and $50,000
will be added to the principal amount and begin accruing Default Interest at 18%.


 


c)Expenses.
Borrower shall pay the Lender's legal fee of $750.00 upon execution of this Agreement.


 


d)The
Borrower shall not sell or transfer any part of the Collateral without approval of Lender. The Borrower shall not incur any debt
secured by a lien on the Collateral without prior written approval of 100% of the members of the Borrower.


 


e)The
principal amount of the Loan will increase to $600,000, effective upon execution of this Agreement, to be evidenced by a new note
(the "New Note") dated April 27, 2016.


 


f) As additional consideration for the Lender
extending the Loan to the New Due Date, the Borrower will issue to the Lender, or to its order, 1,000,000 shares of the Borrower's
restricted common stock, to be issued within 30 days after the execution of this Agreement.


 


4.Default. If Borrower causes
any event of default under the Loan Documents, the extension of the Loan under this Agreement will immediately end, and the Lender
may take any and all remedies available to the Lender under the Loan Documents for payment of principal and interest under the
Loan or hereunder.


 


5.Modifications. The Loan Documents
remain in full force and effect except as expressly modified by this Agreement. Neither this Agreement nor the Loan Documents may
be amended except by an instrument in writing signed by the Parties, their successors or assigns.


 


IN WITNESS WHEREOF, the Parties have signed
this Extension Agreement as of the 27th day of April, 2016.


 


LATTICE INCORPORATED


 


 


By: /s/ Paul Burgess       


             Paul Burgess, CEO


 


 






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CANTONE ASSET MANAGEMENT, LLC:


 


 


By: /s/ Anthony J. Cantone


         Anthony
J. Cantone, Managing Member


 


 


 


 


 


 


 


 


 


 






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