Exhibit 10.3


 


TERM NOTE


 


	$9,500,000.00	Allentown, Pennsylvania


December __, 2015


 


FOR VALUE RECEIVED, MAM
SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of JP MORGAN CHASE BANK,
N.A., a national banking association, its successors and assigns (the “Lender”), the principal sum of NINE MILLION
FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($9,500,000.00) (the “Principal Sum”), together with interest thereon at the
rate or rates hereinafter provided, in accordance with the following:


 


1.           Interest.


 


Commencing as of the date
hereof and continuing until repayment in full of all sums due hereunder, the unpaid Principal Sum shall bear interest at the Applicable
Rate (as that term is defined in the Credit Agreement (as that term is defined below).


 


2.           Payments
and Maturity.


 


The unpaid Principal Sum,
together with interest thereon at the rate or rates provided above, shall be payable as follows:


 


(a)          Interest
only on the unpaid Principal Sum shall be due and payable on each Interest Payment Date (as that term is defined in the Credit
Agreement);


 


(b)          The
Borrower shall pay to the Lender installment payments pursuant to clause (b) of Section 2.08 of the Credit Agreement at times and
in the manner set forth in said clause; and


 


(c)          Unless
sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid thereon, shall be due and payable in full on the
Term Maturity Date (as that term is defined in the Credit Agreement).


 


3.           Default
Interest.


 


Upon the occurrence of
an Event of Default (as hereinafter defined), the unpaid Principal Sum shall bear interest thereafter at the rate provided pursuant
to clause (d) of Section 2.06 of the Credit Agreement until such Event of Default is cured.


 


4.           Late
Charges.


 


If the Borrower shall fail
to make any payment under the terms of this Note within five (5) days after the date such payment is due, the Borrower shall pay
to the Lender on demand a late charge equal to five percent (5%) of such payment.


 




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5.           Application
and Place of Payments.


 


Subject to the terms of
the Credit Agreement, all payments, made on account of this Note shall be applied first to the payment of any late charge then
due hereunder, second to the payment of accrued and unpaid interest then due hereunder, and the remainder, if any, shall be applied
to the unpaid Principal Sum, with application first made to all principal installments then due hereunder, next to the outstanding
principal balance due and owing at maturity and thereafter to the principal payments due in the inverse order of maturities. Notwithstanding
any provision contained herein to the contrary, any portion of a permitted partial prepayment applied to the unpaid Principal Sum
shall be applied first to the outstanding principal balance due and owing at maturity and thereafter to the principal payments
due in the inverse order of maturities. All payments on account of this Note shall be paid in lawful money of the United States
of America in immediately available funds during regular business hours of the Lender at its principal office in New York, New
York or at such other times and places as the Lender may at any time and from time to time designate in writing to the Borrower.


 


6.           Prepayment.


 


(a)          The
Borrower may prepay the Principal Sum in whole or in part upon three (3) days prior written notice to the Lender without premium
or penalty.


 


(b)          Payment
of the indebtedness evidenced by this Note in whole or in part subsequent to an Event of Default shall be deemed to be a prepayment
of the Principal Sum subject to any prepayment fee due hereunder.


 


7.           Credit
Agreement and Other Loan Documents.


 


This Note is a promissory
note as described in a Credit Agreement of even date herewith by and between the Borrower and the Lender (as amended, modified,
restated, substituted, extended and renewed at any time and from time to time, the “Credit Agreement”). The indebtedness
evidenced by this Note is included within the meaning of the term “Obligations” as defined in the Credit Agreement.
This Note is one of the “Loan Documents” (as that term is defined in the Credit Agreement). This Note and the Credit
Agreement are to be read and construed together to the end they are to be read consistently together. To the extent there may be
any inconsistency, the terms of the Credit Agreement shall control.


 


8.           Security.


 


This Note is secured as
provided in the Credit Agreement.


 


9.           Events
of Default.


 


Subject to the terms of
the Credit Agreement, the occurrence of any one or more of the following events shall constitute an event of default (individually,
an “Event of Default” and collectively, the “Events of Default”) under the terms of this Note:


 


(a)          The
failure of the Borrower to pay to the Lender when due any and all amounts payable by the Borrower to the Lender under the terms
of this Note; or


 




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(b)          The
occurrence of any other “Event of Default” (as that term is defined in the Credit Agreement).


 


10.         Remedies.


 


Subject to the terms of
the Credit Agreement, upon the occurrence of an Event of Default and the running of the applicable cure periods, if any, at the
option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note shall immediately become due
and payable by the Borrower to the Lender without notice to the Borrower or any other person, and the Lender shall have all of
the rights, powers, and remedies available under the terms of this Note, any of the other Loan Documents and all applicable laws.
The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for
the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest,
notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or any payment hereunder may be
extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers.


 


11.         Expenses.


 


Subject to the terms of
the Credit Agreement, the Borrower promises to pay to the Lender on demand by the Lender all costs and expenses incurred by the
Lender in connection with the collection and enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses and all court costs.


 


12.         Notices.


 


Any notice, request, or
demand to or upon the Borrower or the Lender shall be deemed to have been properly given or made when delivered in accordance with
Section 8.01 of the Credit Agreement.


 


13.         Miscellaneous.


 


Subject to the terms of
the Credit Agreement, each right, power, and remedy of the Lender as provided for in this Note or any of the other Loan Documents,
or now or hereafter existing under any applicable law or otherwise shall be cumulative and concurrent and shall be in addition
to every other right, power, or remedy provided for in this Note or any of the other Loan Documents or now or hereafter existing
under any applicable law, and the exercise or beginning of the exercise by the Lender of any one or more of such rights, powers,
or remedies shall not preclude the simultaneous or later exercise by the Lender of any or all such other rights, powers, or remedies.
No failure or delay by the Lender to insist upon the strict performance of any term, condition, covenant, or agreement of this
Note or any of the other Loan Documents, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute
a waiver of any such term, condition, covenant, or agreement or of any such breach, or preclude the Lender from exercising any
such right, power, or remedy at a later time or times. By accepting payment after the due date of any amount payable under the
terms of this Note, the Lender shall not be deemed to waive the right either to require prompt payment when due of all other amounts
payable under the terms of this Note or to declare an Event of Default for the failure to effect such prompt payment of any such
other amount. No course of dealing or conduct shall be effective to amend, modify, waive, release, or change any provisions of
this Note.


 




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14.         Partial
Invalidity.


 


In the event any provision
of this Note (or any part of any provision) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the
affected provision) of this Note; but this Note shall be construed as if such invalid, illegal, or unenforceable provision (or
part thereof) had not been contained in this Note, but only to the extent it is invalid, illegal, or unenforceable.


 


15.         Captions.


 


The captions herein set
forth are for convenience only and shall not be deemed to define, limit, or describe the scope or intent of this Note.


 


16.         Applicable
Law.


 


The Borrower acknowledges
and agrees that this Note shall be governed by the laws of the State of New York, even though for the convenience and at the request
of the Borrower, this Note may be executed elsewhere.


 


17.         Consent
to Jurisdiction.


 


The Borrower irrevocably
submits to the jurisdiction of any state or federal court sitting in the State of New York over any suit, action, or proceeding
arising out of or relating to this Note or any of the other Loan Documents subject to the terms of Section 8.09 of the Credit Agreement.


 


18.         Service
of Process.


 


The Borrower irrevocably
consents to service of process in accordance with Section 8.09 of the Credit Agreement.


 


19.         WAIVER
OF TRIAL BY JURY.


 


THE BORROWER AND THE
LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE BORROWER AND THE LENDER MAY
BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THIS NOTE OR (B) THE LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT
THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.


 




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THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER, AND THE BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE
BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE BORROWER
FURTHER REPRESENTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


[Signature Appears on Following
Page]


 




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BORROWER’S SIGNATURE
PAGE TO


TERM NOTE


 


IN WITNESS WHEREOF, the
Borrower has caused this Note to be executed under seal by its duly authorized representatives as of the date first written above.


 


	WITNESS OR ATTEST:	 	MAM SOFTWARE GROUP, INC.
	 	 	 
	 	 	By:__________________________(SEAL)
	 	 	  Name:
	 	 	  Title:


 


STATE OF ___________, _________ OF __________, TO WIT:


 


I HEREBY CERTIFY, that
on this ____ day of December, 2015, before me, the undersigned Notary Public of said State, personally appeared __________________,
who acknowledged himself/herself to be a _____________ of MAM Software Group, Inc., a Delaware corporation, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for
the purposes therein contained as the duly authorized ____________ of said corporation by signing the name of the corporation by
himself/herself as _______________.


 


WITNESS my hand and Notarial Seal.


 


	 	______________________________
	 	Notary Public


 


My Commission Expires: