Exhibit 10.2


 


Senior Note N-2


Original Principal Amount: $1,199,500


Holder: DBD Credit Funding LLC


 


THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT,
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED
OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR
AN EXEMPTION FROM SUCH REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.10 OF THAT CERTAIN REVENUE SHARING
AND NOTE PURCHASE AGREEMENT ORGINALLY DATED AS OF OCTOBER 1, 2014 AND AMENDED AND RESTATED AS OF FEBRUARY 25, 2015, AMONG THE COMPANY,
THE COLLATERAL AGENT AND THE PURCHASERS (EACH AS DEFINED THEREIN).


 


INVENTERGY GLOBAL, INC. AND INVENTERGY, INC.


 


SENIOR NOTE


DUE SEPTEMBER 30, 2017


 


N-2


Original Principal Amount: $1,199,500


 


Issue Date: February 25, 2015


 


FOR VALUE RECEIVED, the undersigned, Inventergy
Global, Inc., a Delaware corporation and Inventergy, Inc., a Delaware corporation (collectively, the “Company”)
HEREBY PROMISE TO PAY DBD Credit Funding LLC or its permitted assigns (the “Holder”), the Adjusted Principal
Amount (as defined below) of this Note on or before September 30, 2017, or such later date as the Holder may have consented to
pursuant to Section 2.2.4.1 of the Agreement (the “Maturity Date”), or such earlier date as due and payable
in accordance with the Revenue Sharing and Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from
time to time, the “Agreement”), originally dated as of October 1, 2014 and Amended and Restated as of February
25, 2015, among the Company, DBD Credit Funding LLC, as Collateral Agent and the Purchasers from time to time party thereto, plus
interest on the Adjusted Principal Amount outstanding from time to time at the interest rate specified in the Agreement.


 


This Note (i) is one of a series of Senior Notes
(herein called the “Notes”) of the Company issued pursuant to the Agreement, (ii) is entitled to the benefits
and subject to the terms set forth in the Agreement with respect to the Notes, and (iii) constitutes an Obligation under the Agreement.
Capitalized terms used but not defined herein have the meanings provided in the Agreement. The issuance date of this Note is February
25, 2015.


 




    	 



    	 



    

  


Senior Note N-2


Original Principal Amount: $1,199,500


Holder: DBD Credit Funding LLC


 


The Adjusted Principal Amount of this Note is
equal to the sum of (x) $1,199,500, plus (y) any PIK Interest, in accordance with the Agreement, minus (z) any prior principal
amounts paid with respect to this Note.


 


Interest shall be payable on the interest payment
dates specified in the Agreement, and shall further be due and payable on any partial or complete prepayment of this Note, on any
portion of the Adjusted Principal Amount so prepaid, and on the Maturity Date (and after the Maturity Date, to the extent not paid,
on demand) and upon any acceleration of the amounts due hereunder. All computations of interest hereunder shall be made on the
actual number of days elapsed over a year of 360 days.


 


In case an Event of Default shall occur and
be continuing, the entire principal of this Note may become or be declared due and payable in the manner and with the effect provided
in the Agreement.


 


Interest on this Note shall accrue on the Adjusted
Principal Amount of this Note in the manner and at the rate or rates per annum determined pursuant to the terms of the Agreement.
Payments of principal and interest (other than payments of interest payable as PIK Interest to the extent permitted or required
by the Agreement) on this Note are to be made in lawful money of the United States of America in immediately available funds at
the times and in the manner described in the Agreement.


 


All payments made on account of principal hereof,
and any adjustments to the Adjusted Principal Amount, shall be recorded by the Holder and, prior to any transfer hereof, endorsed
on the grid attached hereto which is part of this Note, provided, however, that the failure of the Holder hereof to make such a
notation or any error in such a notation shall not in any manner affect the obligations of the Company to make payments of principal,
interest or any other amounts with respect to this Note and the Agreement.


 


The Company shall, upon surrender of a Note
that is paid or prepaid in part, promptly execute and deliver to the Holder a new Note equal in principal amount to the unpaid
portion of the Note surrendered.


 


The Company hereby acknowledges and makes this
Note a registered obligation for U.S. federal tax purposes. The Company shall be the registrar for this Note.


 


This Note shall be governed by and construed
in accordance with the laws (other than the conflict of laws rules) of the State of New York.


 


The Company hereby waives presentment, demand,
notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this
Note, except as specifically otherwise provided in the Agreement.


 


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Senior Note N-2


Holder: DBD Credit Funding LLC


 


In witness
whereof, the Company has caused this Note to be executed and delivered by its duly authorized officer, on the date first
above mentioned.


 


	 	INVENTERGY GLOBAL, INC.
	 	 
	 	By:	 /s/ Joseph W/ Beyers
	 	 	Name:	Joseph W. Beyers
	 	 	Title:	Chief Executive Officer and Chairman
	 	 
	 	INVENTERGY, INC.
	 	 
	 	By:	/s/ Joseph W/ Beyers
	 	 	Name:	Joseph W. Beyers
	 	 	Title:	Chief Executive Officer and Chairman


 


Signature Page to
Note


 




    	 



    	 



    

  


PRINCIPAL AMOUNT OF NOTE AND PAYMENTS OF PRINCIPAL


 


 


	Date	 	Additional Principal

(PIK Interest)	 	Amount of

Principal Repaid	 	Remaining Outstanding

Principal Amount of

Note	 	Notation

Made By