Exhibit 10.2


 


LATTICE INCORPORATED


 


14% SECURED NOTE


 


Thompson, Pennsylvania


 


	$580,000.00	November 2, 2015


 


1.     Obligation.
For value received and intending to be legally bound, Lattice Incorporated, a Delaware corporation ("Maker"), hereby
promises to pay on or before the Due Date (as defined below) to the order of Cantone Asset Management, LLC (including its successors
and assigns, collectively, the "Payee"), the principal sum of up to FIVE HUNDRED EIGHTY Thousand
Dollars ($580,000.00), lawful money of the United States of America together with interest thereon in the amount of fourteen percent
annual simple interest (the “Rate”) on the terms and conditions stated in this Note, based on the gross amount advanced
by the Payee before deductions. The loan represented by this note is for business purposes only. The principal sum added to the
accrued but unpaid interest (including Default Interest, defined below) is referred to in this Note as the "Amount Due."
Any term capitalized herein and not defined shall have the same meaning as in the Loan and Security Agreement between the Maker
and the Payee of even date.


 


The payments under this Note
shall be made in funds immediately available to Payee at its office at Thompson, Pennsylvania, or at such other location as the
Payee shall designate. In the event the due date of any payment under this Note is a Saturday, Sunday or legal holiday in the Commonwealth
of Pennsylvania, such payment shall be due on the next succeeding date which is not a Saturday, Sunday or such legal holiday, provided
that the principal sum shall continue to accrue interest until paid.


 


Maker acknowledges that this
Note is delivered to the Payee at a 10% original issue discount. Maker will pay no interest if the $580,000 principal is paid on
or before February 2, 2016; 14% annual interest accrues on the principal sum beginning February 2, 2016 if the principal remains
outstanding, with interest paid monthly, in arrears, on the twenty-seventh day of the month, at $6,766.67 per month with first
interest payment due March 2, 2016, and will continue until the Amount Due is paid. If any event of default occurs as defined in
this Note, including a failure to pay interest when due, interest will accrue at the rate of 18% (the “Default Rate”).
Interest payable at the Default Rate shall be known as “Default Interest” under this Note.


 


The Amount Due is due and
payable on or before May 2, 2016 (the “Due Date”). If the Maker fails to pay the Amount Due on the Due Date, Default
Interest at the Default Rate will begin to accrue until the Amount Due is paid in full. If the Amount Due is not paid in full by
the Due Date, in addition to any Default Interest, late fees or other charges, 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.


 






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2.     Prepayment. Maker
may prepay all or any portion of the Amount Due at any time without premium or penalty.


 


3.     Application of Payments.
All payments on this Note shall be applied first to interest at the Rate, then Default Interest, then all other sums due hereunder,
and the balance thereof to principal or in such other order as Payee may elect.


 


4.     Late Charge.
If any payment of interest payable under Section 1, above is not made by the twenty-ninth day of the month in which it is due,
or if the Amount Due is not paid when due under the terms of this Note and remains unpaid ten (10) days after the Due Date, then,
in either case, there shall also be immediately due and payable a late charge at the rate of Five Percent (5%) of such delinquent
payment. The amount of any such late charge not paid promptly following demand therefor shall be deemed outstanding and payable
pursuant to the Note.


 


5.     Collateral. The
payment of the Amount Due on the Due Date shall be secured by a first lien on the revenues and other proceeds of certain contracts
of the Maker, listed on Exhibit A, to be evidenced by a filing on form UCC-1.


 


6.     Default; Acceleration;
Remedies.


 


a.     Should there occur
and exist any Default (as defined below in Section 6 b), then Payee, at its option and after written notice to Maker, may declare
immediately due and payable the entire unpaid balance of Amount Due and accrued interest by Maker hereunder, together with interest
accrued thereon at the Rate to the date of Default and thereafter at a rate of interest equal to the Default Rate, anything herein
to the contrary notwithstanding. Payment of the Amount Due may be enforced and recovered in whole or in part at any time by one
or more of the remedies provided Payee in this Note. If Payee employs counsel to enforce this Note by suit or otherwise, Maker
will reimburse Payee for all reasonable costs of suit and other expenses in connection therewith, whether or not suit is actually
instituted, together with a reasonable attorney's fee for collection of Ten Percent (10%) of the total amount then due by Maker
to Payee but in no event less than Five Thousand Dollars ($5,000.00) together, to the extent permitted by applicable law, with
interest on any judgment obtained by Payee at the Default Rate, including interest at the Default Rate from and after the date
of execution, judicial or foreclosure sale until actual payment is made to Payee of the full amount due Payee.


 


b.     As used in this Note,
"Default" shall mean the occurrence of any of the following events:


 


(1)     Any default in the
payment when due of interest or the Amount Due on the Due Date, or any other sums due, under this Note, which default is not cured
within ten (10) days after the due date of such payment;


 


(2)     Any default in the
performance of any of the provisions of this Note, which is not cured within ten (10) days;


 


(3)     Any default in any
other indebtedness of the Maker, which default is not cured within ten (10) days of the date of such default;


 






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(4)     The making of any
misrepresentation to Payee;


 


(5)     The appointment
of a committee of Maker’s creditors;


 


(6)     The making by Maker
of a general assignment or offer of settlement for the benefit of creditors;


 


(7)     The voluntary or
involuntary application for, or appointment of, a receiver, custodian, guardian, trustee, or other personal representative for
Maker or its property;


 


(8)     The filing of a
voluntary or involuntary (to the extent not dismissed within 30 days) petition under any of the provisions of the Federal Bankruptcy
Code or any similar state statute;


 


(9)     The occurrence of
any other act of insolvency (however expressed or indicated);


 


(10)     The issuance of
a warrant of attachment or for distraint, or the notice of tax lien against Maker’s assets;


 


(11)     An entry of judgments
against Maker or its assets;


 


(12)     The failure to
pay, withhold, collect or remit any taxes or tax deficiency when assessed or due, unless such taxes are being diligently contested
in good faith by appropriate proceedings;


 


(13)     The general failure
of Maker to pay its debts and obligations as the same become due and payable.


 


7.     Remedies Cumulative,
Etc.


 


a.     The remedies of Payee
provided in this Note shall be cumulative and concurrent, may be pursued singly, successively, or together at the sole discretion
of Payee, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy
shall in no event be construed as a waiver or release thereof.


 


b.     The recovery of any
judgment by Payee shall not affect in any manner or to any extent any rights, remedies or powers of Payee under this Note, but
such rights, remedies and powers of Payee shall continue unimpaired as before. The exercise by Payee of its rights and remedies
and the entry of any judgment by Payee shall not adversely affect in any way the interest rate payable hereunder on any amounts
due to Payee but interest shall continue to accrue on such amounts at the rates specified herein.


 






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c.     Maker agrees that any
action or proceeding against it to enforce this Note may be commenced in the Commonwealth of Pennsylvania Court of Common Pleas
in the County of Philadelphia or in such court sitting in any of the five adjacent counties in the Commonwealth of Pennsylvania,
or in the United States District Court for the Eastern District of Pennsylvania. Maker also consents to venue in any federal court
having subject matter jurisdiction located in the Commonwealth of Pennsylvania. The provisions of this Section shall not limit
or otherwise affect the right of Payee to institute and conduct action in any other appropriate manner, jurisdiction or court.


 


8.     Additional Waivers.
Maker hereby waives presentment for payment, demand, demand for payment, notice of demand, notice of nonpayment or dishonor, notice
of acceleration, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of the Note. Maker agrees that its liability shall be unconditional without
regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal,
waiver or modification granted or consented to by Payee. Maker consents to any and all extensions of time, renewals, waivers or
modifications that may be granted by Payee with respect to payment or other provisions of this Note.


 


9.     Costs and Expenses.
Maker shall pay upon demand all reasonable costs and expenses incurred by Payee in the exercise of any of its rights, remedies
or powers under this Note and any amount thereof not paid promptly following demand therefor shall be added to the principal sum
hereunder and shall bear interest at the Default Rate from the date of such demand until paid in full.


 


10.     Severability.
If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions
of this Note shall remain in full force and effect and shall be liberally construed in favor of Payee in order to effectuate the
provisions of this Note.


 


11.     Limitation of Interest
to Maximum Lawful Rate. In no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted
to be charged by applicable law (including choice of law rules) and any interest paid in excess of the permitted rate shall be
refunded to Maker. Such refund shall be made by application of the excessive amount of interest paid against any sums outstanding
under this Note and shall be applied on such order as Payee may determine. If the excessive amount of interest paid exceeds the
sums outstanding under this Note, the portion exceeding the sums outstanding under this Note shall be refunded in cash by Payee.
Any such crediting or refund shall not cure or waive any default by Maker hereunder. Maker agrees, however, that in determining
whether or not any interest payable under this Note exceeds the highest rate permitted by law, any non-principal payment, including
without limitation prepayment fees and late charges, shall be deemed to the extent permitted by law to be an expense, fee, premium
or penalty rather than interest. Maker acknowledges that the loan represented by this Note is for business purposes only.


 


12.     Limitation on Payee's
Waivers. Payee shall not be deemed, by any act or omission or commission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth in the writing. A waiver
as to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.


 






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13.     No Offset. The
obligations of Maker under this Note shall not be subject to any abatement or offset as a consequence of any claim, event or transaction
otherwise occurring or arising between Maker, Payee and/or any affiliate of any of them, except as Maker and Payee may otherwise
agree.


 


14.     Applicable
Law. This instrument shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, without
regard to its doctrine regarding conflicts of laws.


 


15.     Captions. The captions or headings
of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of
the terms or provisions of the Note.


 


16.     Pronouns.
Pronouns used herein shall be deemed to include the masculine, feminine or neuter, singular or plural, as their contexts may require.
The words "Payee" and "Maker" shall be deemed to include the respective heirs, personal representatives, successors
and assigns of Payee and Maker.


 


17.     Construction.
The language in this Agreement shall be construed as a whole according to its fair meaning, strictly neither for nor against any
party, and without implying a presumption that its terms shall be more strictly construed against one party by reason of the rule
of construction that a document is to be construed more strictly against the person who drafted it.


 


18.     Computation.
The unpaid principal amount of this Note, the unpaid interest accrued thereon, the interest rate or rates applicable to such unpaid
principal amount, the duration of such applicability, and all other Amounts Due owing by Maker to Payee pursuant to this Note
shall at all times be ascertained from the records of Payee, which shall be conclusive absent manifest error.


 


19.     Assignment.
This Note may not be assigned or otherwise transferred by Maker without the prior written consent of Payee.


 


20.     Stamp Taxes.
Maker shall pay the cost of any revenue, tax or other stamps now or hereafter required by the laws of the Commonwealth of Pennsylvania
(or any of its political subdivisions) or the United States of America to be affixed to this note, and if any taxes are imposed
under the laws of the Commonwealth of Pennsylvania (or any of its political subdivisions) or the United States of America with
respect to evidences of indebtedness, Maker shall pay or reimburse Payee upon demand the amount of such taxes without credit against
any indebtedness evidenced by this Note.


 


21.     Notices. All
notices, requests, waivers, demands and other communications hereunder shall be in writing and shall be deemed to have been duly
given, made and received when hand delivered against receipt, or on the day after it is sent by United States certified or registered
mail, postage prepaid, return receipt requested, by nationally recognized overnight courier service, or by facsimile, to:


 






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If to Maker:


 


Lattice Incorporated


7150 N. Park
Drive


Suite 500


Pennsauken, NJ
08109


Telephone (856)
910-1166


Facsimile: (856)
910-1811


 


If to Payee:


 


Cantone Asset Management,
LLC


C/o Cantone Research,
Inc.


766 Shrewsbury
Ave


Suite E 401


Tinton Falls,
NJ 07724


Telephone: 732-450-3500


Facsimile: 732-450-3520


Attention: Anthony
Cantone


 


Or such other address as shall be specified
from time to time (in compliance with the requirements of this Section 21 for the giving of notice) by the parties entitled to
receive such notices.


 


IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.


 


 


MAKER:


 


 


LATTICE INCORPORATED.


 


 


By: /s/ Paul Burgess
 


       Paul Burgess, Chief Executive
Officer


 






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EXHIBIT A


 


COLLATERAL




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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