Exhibit 4.16


 


TBK 327 PARTNERS PROMISSORY NOTE


 


January 23, 2014


Allentown, Pennsylvania


$177,302


 


FOR VALUE RECEIVED, FOCUS VENTURE PARTNERS,
INC. (the “Maker”) hereby promises to pay TBK 327 Partners, LLC (the “Payee”), at such place as Payee may,
from time to time, designate, the principal sum of ONE HUNDRED AND SEVENTY-SEVEN AND THREE HUNDRED AND TWO DOLLARS ($177,302) in
lawful money of the United States promptly on or before October 1, 2016.


 


Let it be known that in 2012 and/or 2013 certain
payments were made on behalf of the Maker by Payee or its affiliates for continuing operations of the Maker. Such payments were
in the form of credit card charges, loan payments, direct to vendor payments and miscellaneous other expenditures, which were documented
with receipts provided to Maker and to be reimbursed by the Maker.


 


Interest. Maker further promises
to pay simple interest on the unpaid principal balance at the rate of 6% per annum commencing May 1, 2014, fully amortized over
18 months. Interest shall be calculated on the basis of a 365 day year and actual days elapsed.


 


Payment Schedule. This Note
shall be paid in according to the following payment schedule unless otherwise modified in writing by the Maker:


 


a.           Initial payment of Principal and Interest
shall be due on or before May 1, 2014 equal to the sum of $10,324.60; and


 


b.           Monthly Payments of Principal and
Interest for 17 months shall be due on the first of each successive month in equal sums of $10,324.60.


 


This is a fully amortized loan. The Maturity
Date is October 1, 2016 at which time unpaid principal and interest, if any, shall be due and payable.


 


Prepayment. Notwithstanding
any other provision hereof, the Maker shall be entitled to prepay the principal or any interest of this Note from time to time
and at any time, in whole or in part, without premium or penalty. All payments and prepayments made hereunder shall be applied
first to accrued interest, if any, and then to principal.


 


Late Charge for Overdue Payments.
If the Payee has not received the full amount of any monthly payment by the end of ten (10) calendar days after the date it is
due, Maker shall pay a late charge to the Borrower. The amount of the late charge will be ten percent (10%) of the overdue payment
of Principal and interest, but in no event shall said amount be less than $100.00. Maker shall pay this late charge promptly but
only once on each late payment.


 


Default. Maker shall be in default
if any of the following events occur:


 


		a.	If Maker does not pay the full amount of each monthly payment when it is due.



 




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		b.	If Maker does not pay the full amount due at Maturity.



 


		c.	If Maker breaches any other terms of this Note or Maker fails to perform any obligation of Maker under the Note and such default
continues for ten (10) days after written notice thereof from Payee to Maker; provided that if such default shall reasonably require
longer than ten (10) days to cure, if Maker shall fail to commence to cure within such time and to diligently and continuously
prosecute the curing of the breach to completion within thirty (30) days after such written notice from Maker to Payee. In no event
shall any such default be uncured after thirty (30) days unless approved in writing by Payee.



 


		d.	If Maker fails to comply with any Federal, State or Local income or other tax or requirement.



 


		e.	If Maker fails to comply with any Federal, State or Local law, code, regulation or requirement.



 


		f.	Maker becomes insolvent (however defined or evidenced), committing the act of bankruptcy, making an assignment for the benefit
of creditors or making or sending a notice of intended bulk transfer, or is a meeting of creditors is convened or a committee of
creditors is appointed for, or any petition or proceeding for any relief under any bankruptcy, reorganization, insolvency, readjustment
of debt, receivership, liquidation or dissolution law or statute now or hereinafter in effect (whether at law or in equity) is
filed or commenced by or against Maker or any property of Maker, or the appointment of a receiver or trustee for Maker or any property
of Maker.



 


No Waiver. No waiver of any
breach or any term of this Note shall be construed as a waiver of any subsequent breach of that term or any other term of the same
or different nature; and there shall be no binding modification of this Note except in writing executed by Payee.


 


Remedies Cumulative. Upon the
occurrence of a default, the entire unpaid balance of Principal (including any additional payments (as described above) paid by
Payee to or on behalf of Maker which shall be added to the principal hereof pursuant to the terms of this Note), together with
all accrued interest thereon, and all other sums due and owing under this Note, at the option of Payee, shall become immediately
due and payable without presentment, demand or further action of any kind. Even if, at a time when Maker is in default, the Payee
does not require it to pay immediately in full as described above, the Payee will still have the right to do so at a later date
(or if Maker is in default at a later time). The Payee can exercise all the remedies it has under this Note at the same time.


 


Default Rate of Interest. Upon
a default, Payee may begin accruing interest on the unpaid Principal balance at a rate per annum equal to the interest rate provided
for above plus five percent (5%); provided, however, that no interest shall accrue hereunder in excess of the maximum rate of interest
then allowed by law. Maker agrees to pay such accrued interest on demand. The default rate of interest set forth herein is strictly
a measure of liquidated damages to the Payee and is not meant to be construed as a penalty.


 




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Payment of Note Holder’s Costs
and Expenses. If the Payee has required Maker to pay immediately in full, the Payee will have the right to be paid back
by Maker for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses
include, for example, reasonable attorneys’ fees, costs and expenses.


 


CONFESSION OF JUDGMENT


 


FOLLOWING ANY DEFAULT OR EVENT OF DEFAULT HEREUNDER,
SUBJECT TO APPLICABLE GRACE OR CURE PERIODS, MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD
IN THE STATE OF FLORIDA OR ELSEWHERE TO APPEAR AS ATTORNEY FOR MAKER AND ALL PERSONS CLAIMING UNDER OR THROUGH MAKER TO SIGN AN
AGREEMENT IN ANY COMPETENT COURT AND, WITH OR WITHOUT COMPLAINT FILED, TO CONFESS JUDGMENT OR A SERIES OF JUDGMENTS AGAINST MAKER
AND AGAINST ALL PERSONS CLAIMING THROUGH OR UNDER MAKER, IN FAVOR OF THE PAYEE AND ITS SUCCESSORS AND ASSIGNS, AS OF ANY TERM,
FOR THE UNPAID BALANCE OF ALL PRINCIPAL, INTEREST AND ALL OTHER SUMS OWING UNDER THIS NOTE, TOGETHER WITH COSTS OF SUIT AND REASONABLE
ATTORNEY’S FEES, BUT IN NO EVENT EXCEEDING $10,000, FOR COLLECTION, ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS
MAY ISSUE FORTHWITH. FOR PURPOSES OF CONFESSING JUDGMENT AGAINST MAKER AND ALL PERSONS CLAIMING UNDER OR THROUGH MAKER, AS AFORESAID,
THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. MAKER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS
IN SAID PROCEEDINGS, AND WAIVES STAY OF EXECUTION AND THE RIGHT OF INQUISITION AND EXTENSION OF TIME OF PAYMENT, AGREES TO CONDEMNATION
OF ANY PROPERTY LEVIED UPON BY VIRTUE OF ANY SUCH EXECUTION, AND WAIVES ALL EXEMPTIONS FROM LEVY AND SALE OF ANY PROPERTY THAT
NOW IS OR HEREAFTER MAY BE EXEMPTED BY LAW. THE AUTHORITY AND POWER HEREIN GRANTED SHALL NOT BE EXHAUSTED BY ANY EXERCISE OR ATTEMPTED
EXERCISE THEREOF BUT MAY BE EXERCISED TO CONFESS JUDGMENT AS AFORESAID FROM TIME TO TIME. MAKER ACKNOWLEDGES THAT IT HAS KNOWINGLY
AND VOLUNTARILY WAIVED THE RIGHT TO SERVICE AND NOTICE AND DESCRIBED ABOVE WITH THE ADVICE OF COUNSEL.


 




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____________ Focus Venture Partners, Inc.


 


No Oral Modification. This Note
may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged.


 


Guaranty. Beacon Enterprise
Solutions, Inc. unconditionally an irrevocably guarantees to Payee the prompt and complete payment and performance of Maker when
due (whether at the stated maturity, by acceleration or otherwise) of the Maker’s obligations under this Note.


 


Choice of Law. This Note shall
be construed in accordance with, and be governed by, the laws of the Commonwealth of Pennsylvania without regard to conflicts or
choice of laws rules except to the extent any law, rule, regulations of the federal government of the United states of America
maybe applicable, in which case such federal law, rule or regulation shall govern or control.


 


Jurisdiction and Venue. In connection
with any legal proceedings that may be brought to enforce this Note and/or that are otherwise under or connected with this Note,
Maker and Payee hereby agree and consent to the exclusive jurisdiction and venue of the federal and/or state courts situated in
Lehigh or Philadelphia County, Pennsylvania, at Payee’s election, and fully and forever waive any affirmative defenses or
other objections to such jurisdiction and/or venue elected by Payee.


 


Successor and Assigns. This
Note shall be binding upon the successors, assigns, heirs, administrators and executors of the Maker and ensure to the benefit
of the Payee, its successors, endorsees, assigns, heirs, administrators and executors.


 


Severability. If any term or
provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall
in no way be affected thereby.


 


[SIGNATURE PAGE TO FOLLOW]


 




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IN WITNESS WHEREOF and intending to be legally
bound hereby, the undersigned Maker has executed this Note as of the date first set forth above.


 


	 	MAKER:
	 	 
	 	FOCUS VENTURE PARTNERS, INC.
	 	 
	 	/s/ Michael Palleschi
	 	By: Michael Palleschi, Chief Executive Officer
	 	 
	 	GUARANTOR:
	 	 
	 	BEACON ENTERPRISE SOLUTIONS, INC.
	 	 
	 	/s/ Michael Palleschi
	 	By: Michael Palleschi, Chief Executive Officer


 




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