Exhibit 4.2


 


Exhibit A


 


NEITHER THE ISSUANCE OR SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144 OR RULE 144A UNDER SAID ACT. 


 


	Principal Amount: ___________	Issue Date: December ___, 2015


  


PROMISSORY NOTE


 


FOR VALUE RECEIVED, Full
Spectrum Inc., a Delaware corporation (the “Borrower”), promises to pay to ________________ (the “Holder”)
or his/her/its registered assigns or successors, the sum of ________________ together with any accrued and unpaid interest hereon,
on June ___, 20171 (the “Maturity Date”) if not sooner paid.


 


Capitalized terms used
herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as
of December __, 2015, between Borrower and the Holder (as amended, modified or supplemented from time to time, the “SPA”).


 


The following terms shall
apply to this Note:


 


ARTICLE
I 

INTEREST AND PAYMENTS


 


1.1.          Interest
Rate. Subject to Section 3.7 hereof, interest payable on this Note shall accrue at a rate per annum equal to ten percent (10%).


 


1.2.          Payments.
Payment of the aggregate principal amount outstanding under this Note (the “Principal Amount”), together with
all accrued and unpaid interest thereon shall be made on the Maturity Date.


 


1.3           Prepayment.
This Note may be prepaid by the Borrower in whole, at any time, or in part, from time to time, without penalty or premium, on any
date after such date which is ____ (___) days after the Issue Date. In the event that the Company completes any initial public
offering of its securities (an “IPO”), the outstanding Principal Amount and accrued but unpaid interest on this
Note shall be paid in full using the proceeds from such IPO within ten (10) days following the Company’s receipt of the IPO
proceeds.


 





 






1
Insert date 18 months from issuance


 




     


     


    

 


ARTICLE
II 



EVENTS OF DEFAULT


 


The occurrence of any of
the following events set forth in Sections 2.1 through 2.9, inclusive, shall be an “Event of Default”. The occurrence
of any of the following Events of Default shall, at the option of the Holder hereof, make the principal and unpaid interest hereon
and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of
which hereby are expressly waived, except as set forth below.


 


2.1.          Failure
to Pay Principal, Interest or Other Fees. Borrower fails to pay principal, interest or other fees hereon and such failure shall
continue for a period of ten (10) days following the date upon which any such payment was due.


 


2.2.          Breach
of Covenant. Borrower breaches any covenant or other term or condition of this Note in any material respect and such breach,
if subject to cure, continues for a period of ten (10) days after the occurrence thereof.


 


2.3.          Breach
of Representations and Warranties. Any representation or warranty of Borrower made herein or the SPA shall be false or misleading
in any material respect.


 


2.4.          Receiver
or Trustee. The Borrower or any of its subsidiaries shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver
or trustee shall otherwise be appointed.


 


2.5.          Judgments.
Any money judgment, writ or similar final process shall be entered or filed against the Borrower or any of its subsidiaries or
any of their respective property or other assets for more than $100,000 in the aggregate for Borrower, and shall remain unvacated,
unbonded or unstayed for a period of thirty (30) days.


 


2.6.          Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower or any of its subsidiaries.


 


2.7.          Default
Under Other Agreements. The occurrence of an Event of Default under and as defined in the SPA or any event of default (or similar
term) under any other agreement evidencing indebtedness of at least $100,000.


 


2.8.          Failure
to Deliver Replacement Note. If Borrower is required to issue a replacement Note to Holder and Borrower shall fail to deliver
such replacement Note within seven (7) business days.


 




     


     


    

 


ARTICLE
III 

MISCELLANEOUS


 


3.1.          Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


3.2.          Notices.
Any notice herein required or permitted to be given shall be in writing and provided in accordance with the terms of the SPA.


 


3.3.          Amendment
Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as
it may be amended or supplemented.


 


3.4.          Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may not be assigned by the Holder without the prior written consent of the Borrower, which consent
may not be unreasonably withheld.


 


3.5.          Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of
collection, including reasonable attorneys’ fees.


 


3.6.          Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Note shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to principles of conflicts of law. HOLDER AND BORROWER WAIVE ANY RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING
CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive
jurisdiction of the state and federal courts located in the County of New York, State of New York.


 


3.7.          Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by Borrowers to the Holder and thus refunded to the Borrowers.


 


3.8.          Construction.
Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Note to favor any party against the other.


 




     


     


    

 


[SIGNATURE PAGE FOLLOWS]


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name effective as of this ____th day of _____, 2015.


 


	 	FULL SPECTRUM INC.
	 	 
	 	By:	 
	 	Name: Stewart Kantor
	 	Title:  CEO