Exhibit 10.2


 





TERM PROMISSORY NOTE


 


	$5,000,000.00	Stamford, Connecticut	April __, 2018


 


FOR VALUE RECEIVED,
the undersigned, CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC., a Delaware corporation, having an address at 132 East Putnam
Avenue, Cos Cob, Connecticut 06807 (“CSSE”) and SCREEN MEDIA VENTURES, LLC, a Delaware limited liability
company, having an address at 800 Third Avenue, 3rd Floor, New York, New York 10022. (“SMV” and together with
CSSE, the “Maker”), jointly and severally, promises to pay to the order of PATRIOT BANK, N.A., (the “Lender”),
at its office located at 900 Bedford Street, Stamford, Connecticut 06901, the principal sum of FIVE MILLION and 00/100 DOLLARS
($5,000,000.00) (the “Loan”), together with interest payable at the rate and in the manner provided in Section
1.1 of this Term Promissory Note (this “Note”), together with all taxes assessed upon said sum (other than income
or franchise taxes) against Holder of this Note (the “Holder”) and any costs and expenses, including reasonable
attorneys’ fees, incurred in the collection of this Note or in protecting or sustaining the lien of the same.


 


		1.1.	INTEREST RATE.



 


Commencing the date hereof
until the Maturity Date, the outstanding principal balance of this Note shall bear interest, payable monthly in arrears, at a fixed
rate equal to five and three-quarters percent (5.75%) per annum (the “Interest Rate”), on the outstanding
balance of the Loan from time to time.


 


		1.2.	ADVANCES.



 


Lender shall advance the
full amount of the Loan on the date hereof, upon the request of Maker, in accordance with the terms of Section 3.3 of that certain
Loan and Security Agreement by and among Maker, BD Productions, LLC, a Connecticut limited liability company (“BDP”),
757 Film Acquisition LLC, a Delaware limited liability company, (“757”), and Screen Media Films, LLC, a Delaware
limited liability company (“SMF” and together with BDP and 757, individually and collectively, the “Guarantor”),
and Lender, dated of even date herewith (as amended, amended and restated, supplemented or otherwise modified, the “Loan
Agreement”), subject to the terms stated herein and provided there has been no Event of Default under the Loan Agreement.


 


		2.1	REPAYMENT.



 


The principal sum and interest
shall be due and payable in installments as follows:


 


a.       Interest
on the outstanding principal balance from the date hereof to and including the last day of the month in which this Note is dated
shall be payable on the date hereof.


 




     


     


    

 


b.       Commencing
on June 1, 2018, and continuing on the same date of each subsequent month thereafter during the term of the Loan up to and
including the Maturity Date, Maker shall make equal monthly payments of principal in the amount of EIGHTY THREE THOUSAND THREE
HUNDRED THIRTY THREE and 33/100 DOLLARS ($83,333.33), plus interest, amortized on a straight line basis, which is the sum required
to repay the outstanding balance of the Loan amortized over a period of sixty (60) months at the Interest Rate, with a final
installment in the amount of the unpaid principal balance, together with all accrued and unpaid interest and any other sums due
on the Maturity Date.


 


c.       The
entire principal balance of the indebtedness evidenced by this Note and all interest and other amounts from time to time payable
under this Note shall be paid in full no later than May 1, 2023 (the “Maturity Date”).


 


d.       The
annual Interest Rate for this Note is computed on a 360 day year basis and charged according to the actual number of days the principal
balance is outstanding in any month or payment period.


 


e.       All
payments of principal and interest shall be made in lawful money of the United States which shall be legal tender in payment of
all debts at the time of payment. Any check, draft or money order remitted in settlement of this Note, may be handled for collection
in accordance with the practice of the collecting bank or banks and shall not be deemed payment until the money is actually received
by Holder of this Note.


 


		2.2	USE OF LOAN PROCEEDS.



 


a.       Maker
covenants and agrees that the proceeds of the Loan shall be used for the purpose set forth in Section 3.4 of the Loan Agreement
and for no other purpose.


 


b.       Maker
attests that the proceeds of this Note are to be used for commercial purposes and that no part of such proceeds will be used, in
whole or in part, for purchasing or carrying any “margin security” as such term is defined in Regulation U of
the Board of Governors of the Federal Reserve System.


 


		3.	COVENANTS.



 


At no time during the term
of the Loan shall Maker violate those certain covenants as more particularly set forth in Sections 7 and 8 of the Loan Agreement.


 


		4.	APPLICATION OF PAYMENTS.



 


At Lender’s election,
payments will be applied first to fully pay costs and expenses incurred by Lender in collecting this Note or in sustaining and/or
enforcing any security granted to secure this Note, if any, then to fully pay any outstanding late charges or prepayment fees,
then to fully pay accrued interest and the remainder will be applied to principal.


 




    	 	-2-	 



     


    

 


		5.	LATE CHARGE.



 


Maker shall pay Holder
a late charge of five percent (5%) of any payment not received by Holder within ten (10) days after the installment is due,
to cover the additional expenses involved in handling such overdue installment. This charge shall be in addition to, and not in
lieu of, any other remedy Holder may have and is in addition to any reasonable fees and charges of any agents or attorneys which
Lender is entitled to employ in the event of default hereunder, whether authorized herein or by applicable law. Maker will pay
this late charge promptly, but only once for each late payment.


 


		6.	DEFAULT.



 


Upon the occurrence of
any Event of Default, as defined in the Loan Agreement, the entire outstanding balance of this Note shall, at the option of Holder,
become immediately due and payable without notice or demand, and in any event, interest shall immediately accrue at a “default
rate” which means the rate of interest which is eighteen percent (18%) per annum, but in no event to exceed the maximum
rate allowed by applicable law.


 


Failure to exercise any
option to accelerate upon the occurrence of an Event of Default or other circumstance permitting the exercise of such option shall
not constitute a waiver of the default or of the right to exercise such option at a later time so long as such default or other
circumstance continues to exist, and shall not constitute a waiver of the right to exercise such option in the event of any other
default or circumstance specified herein.


 


		7.	PREPAYMENT.



 


Maker may prepay the Loan
in part or in full at any time without penalty or premium provided it gives Lender at least ten (10) days’ prior written
notice of any such intended prepayment.


 


Any partial payments shall
not affect Maker’s obligation to make the regular installments required hereunder until the Loan is paid in full.


 




    	 	-3-	 



     


    

 


		8.	PREJUDGMENT REMEDY WAIVER.



 


MAKER
ACKNOWLEDGES AND REPRESENTS THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND THAT THE PROCEEDS OF THE LOAN
SHALL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. MAKER AND ANY SUBSEQUENT ENDORSER OR OTHER ACCOMMODATION MAKER HEREBY
VOLUNTARILY WAIVES ANY RIGHTS TO NOTICE OR HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES AS NOW OR
HEREAFTER AMENDED, OR AS OTHERWISE REQUIRED BY ANY LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH HOLDER MAY ELECT TO USE OR
WHICH IT MAY AVAIL ITSELF. MAKER FURTHER WAIVES, TO THE GREATEST EXTENT PERMITTED BY LAW, THE BENEFITS OF ALL PRESENT
AND FUTURE VALUATION, APPRAISEMENT, EXEMPTION, STAY, REDEMPTION AND MORATORIUM LAWS. MAKER
FURTHER WAIVES ANY REQUIREMENTS THAT LENDER OBTAIN A BOND OR ANY SIMILAR DEVICE IN CONNECTION WITH THE EXERCISE OF ANY REMEDY OR
THE ENFORCEMENT OF ANY RIGHT HEREUNDER OR PERTAINING TO THE LOAN.


 


		9.	WAIVER OF RIGHT TO TRIAL BY JURY.



 


MAKER AND ANY SUBSEQUENT
ENDORSER OR OTHER ACCOMMODATION MAKER (COLLECTIVELY, THE “MAKER”) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE OR ANY CONDUCT RELATING TO THE ADMINISTRATION OR ENFORCEMENT
OF THIS NOTE OR ARISING FROM THE DEBTOR/CREDITOR RELATIONSHIP OF THE PARTIES HERETO. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY MADE BY MAKER, AND MAKER ACKNOWLEDGES THAT LENDER HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. MAKER ACKNOWLEDGES THAT THIS WAIVER MAY DEPRIVE MAKER OF AN IMPORTANT
RIGHT AND THAT SUCH WAIVER HAS KNOWINGLY AND VOLUNTARILY BEEN AGREED TO BY MAKER. MAKER FURTHER ACKNOWLEDGES THAT MAKER HAS BEEN
REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL SELECTED BY MAKER AND THAT MAKER HAS HAD THE TIME TO DISCUSS THIS WAIVER WITH HIS LEGAL COUNSEL.


 


		10.	DELAY IN ENFORCEMENT.



 


The liability of Maker
and any subsequent endorser or other accommodation maker under this Note is unconditional and shall not be affected by an extension
of time, renewal, waiver or any other modification whatsoever, granted or consented to by Holder. Any failure by Holder to exercise
any right it may have under this Note is not a waiver of Holder’s right to exercise the same or any other right at any other
time.


 


		11.	CHANGES.



 


No agreement by Holder
to change, waive or release the terms of this Note will be valid unless it is in writing and signed by Maker and Holder.


 




    	 	-4-	 



     


    

 


		12.	WAIVER.



 


MAKER AND ANY SUBSEQUENT
ENDORSER OR OTHER ACCOMMODATION MAKER WAIVES PRESENTMENT, DEMAND FOR PAYMENT AND NOTICE OF DISHONOR.


 


		13.	CONNECTICUT LAW.



 


The provisions of this
Note shall be governed by the laws of the State of Connecticut.


 


		14.	JURISDICTION AND VENUE.



 


Any action or proceeding
to enforce or defend any rights under this Note or under any agreement, instrument or other document contemplated hereby or related
hereto; directly or indirectly related to or connected with the Loan or the administration or enforcement thereof; or arising from
the debtor/creditor relationship of Maker and Lender shall be brought only in the Superior Court of Connecticut or the United States
District Court for the District of Connecticut. The parties hereto agree that any proceeding instituted in either of such courts
shall be of proper venue, that such courts shall have personal jurisdiction over the parties and that any and all pleadings, summons,
motions and other process in such proceeding shall be fully and effectively served when transmitted by United States Mail (registered
or certified), postage and registry fees prepaid. Any judgment or decree obtained in any such action or proceeding may be filed
or enforced in any other appropriate court.


 


		15.	RIGHT OF SET-OFF.



 


Upon the occurrence of
any Event of Default, Lender shall have the right to set-off against the Loan all of Maker’s deposits, credit and property
now or hereafter in the possession or control of Lender, its agent or bailee or in transit to it. Lender may apply the same, or
any part thereof, to the Loan balance without prior notice or demand.


 


		16.	INVALIDITY.



 


If any provision of this
Note or the application of any provision to any person or circumstance shall be invalid or unenforceable, neither the balance of
this Note nor the application of the provision to other persons or circumstances shall be affected.


 


		17.	JOINT AND SEVERAL LIABILITY, BINDING EFFECT.



 


This Note and all obligations
hereunder, to the extent signed by more than one party, shall be the joint and several obligations of each Maker, and any endorsers
or other accommodation makers, and each provision hereof shall apply to each and all jointly and severally. The provisions of this
Note are binding on the successors and assigns of Maker and shall inure to the benefit of Lender, its successors and assigns and
to subsequent Holders of this Note.


 




    	 	-5-	 



     


    

 


		18.	INTERPRETATION.



 


Captions and headings used
in this Note are for convenience only. The term “Maker” and any pronoun referring thereto as used herein shall
be construed in the masculine, feminine or neuter as the context may require. The singular includes the plural and the plural includes
the singular. “Any” means any and all.


 


		19.	RECOVERY OF PAYMENT.



 


To the extent the Loan
is reduced or paid in full by reason of any payment to Lender by any subsequent accommodation maker or endorser, and all or any
part of such payment is rescinded, avoided or recovered from Lender for any reason whatsoever, including, without limitation, any
proceedings in connection with the insolvency, bankruptcy or reorganization of such accommodation maker or endorser, the amount
of such rescinded, avoided or refused payment shall be added to or, in the event the Note has been previously-paid in full, shall
revive the principal balance of this Note upon which interest may be charged at the applicable rate set forth in this Note and
shall be considered part of the Loan and all terms and provisions herein shall thereafter apply to same.


 


		20.	NO VIOLATIONS OF GOVERNMENTAL PROHIBITIONS.



 


Neither the making
of the Loan, nor the receipt of Loan proceeds by Maker, violates any Law applicable to Maker, including, without limitation, any
of the Terrorism Laws. Neither the making of the Loan, nor the receipt of Loan proceeds by Maker (a “Principal Party”)
violates any of the Terrorism Laws applicable to any of the Principal Parties. To Maker’s best knowledge, no holder of any
direct or indirect equitable, legal or beneficial interest in Maker or any Principal Party is the subject of any of the Terrorism
Laws. No portion of the Loan proceeds will be used, disbursed or distributed by Maker for any purpose, or to any Person, directly
or indirectly, in violation of any Law including, without limitation, any of the Terrorism Laws. As used in this Agreement, the
term “Terrorism Laws” means Executive Order 13224 issued by the President of the United States of America, the
Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions
Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), and the Foreign Terrorist Organizations Sanctions Regulations
(Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances,
regulations, policies and any other requirements of any Governmental Agency (including, without limitation, the United States Department
of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts
of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and
guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements
of other States or localities.


 




    	 	-6-	 



     


    

 


		21.	SERVICE OF PROCESS.



 


MAKER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF CONNECTICUT AND WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS UPON MAKER, AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO MAKER AT
THE ADDRESSES AS SET FORTH IN THIS NOTE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. MAKER
WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENT TO THE GRANTING OF ANY SUCH LEGAL OR EQUITABLE RELIEF
AS IS DEEMED APPROPRIATE BY THE COURT.


 


		22.	COMPLIANCE WITH GOVERNMENTAL PROHIBITIONS.



 


No portion of the
Loan proceeds will be used, disbursed or distributed by Maker for any purpose, or to any Person, in violation of any Law including,
without limitation, any of the Terrorism Laws. Maker shall provide Lender with immediate written notice (a) of any failure of any
of the representations and warranties set forth in Section 20 of this Note to be true, correct and complete in all respects at
any time, or (b) if Maker obtains knowledge that Maker, or any holder at any time of any direct or indirect equitable, legal or
beneficial interest in Maker is the subject of any of the Terrorism Laws. Maker shall immediately and diligently take, or cause
to be immediately and diligently taken, all necessary action to comply with all Terrorism Laws and to cause the representations
and warranties set forth in Section 20 of this Note to be true, correct and complete in all respects.


 


		23.	NOTICES.



 


A demand upon or notice
to Maker hereunder shall be deemed sufficient and commercially reasonable notice and shall be effective if given in accordance
with Section 11.9 of the Loan Agreement.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE PAGE FOLLOWS


 




    	 	-7-	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Term Promissory Note as of the date and year first written above.


 


	
        SIGNED, SEALED AND
DELIVERED IN THE PRESENCE OF: 
	 	 	 
	 	 	 	 
	 	 	MAKER:
	 	 	 	 
	 	 	 	 
	Name:	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.,


a Delaware corporation



	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	By:	 
	 	 	 	Name: Scott W. Seaton
	 	 	 	Title: Vice Chairman
	 	 	 	Duly Authorized
	 	 	 	 
	 	 	 	 
	 	 	SCREEN MEDIA VENTURES, LLC,






	Name:	 	a Delaware limited liability company
		 	By:	
        Chicken Soup for the Soul Entertainment
        Inc.,

        a Delaware corporation

	 	 	 	Its Manager
	 	 	 	 
	 	 	 	 
	Name:	 	By:	 
	 	 	 	Name: Scott W. Seaton
	 	 	 	Title: Vice Chairman
	 	 	 	Duly Authorized


 


[Signature Page to Term Promissory Note]


 




     


     


    

 


	STATE OF CONNECTICUT	)
	 	) ss:  Cos Cob
	COUNTY OF FAIRFIELD	)


 


On this the ____ day of
April, 2018 before me, the undersigned officer, personally appeared Scott W. Seaton, who acknowledged himself to be the Vice Chairman
of Chicken Soup for the Soul Entertainment Inc., a Delaware corporation, and that he, as such officer, being authorized so to do
executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Vice
Chairman.


 


In Witness Whereof, I hereunto set my hand.


 


	 	 
	 	Notary Public
	 	My Commission Expires:
	 	Commissioner of the Superior Court


 


	STATE OF CONNECTICUT	)
	 	) ss:  Cos Cob
	COUNTY OF FAIRFIELD	)


 


On this the ____ day of
April, 2018 before me, the undersigned officer, personally appeared Scott W. Seaton, who acknowledged himself to be the Vice Chairman
of Chicken Soup for the Soul Entertainment Inc., a Delaware corporation, the Manager of Screen Media Ventures, LLC, a Delaware
limited liability company, and that he, as such officer, being authorized so to do executed the foregoing instrument for the purposes
therein contained, by signing the name of the limited liability company by himself as Vice Chairman.


 


In Witness Whereof, I hereunto set my hand.


 


	 	 
	 	Notary Public
	 	My Commission Expires:
	 	Commissioner of the Superior Court


 


[Acknowledgment Page to Term Promissory Note]


 




     


     


    

 





AUTOMATIC PAYMENT ADDENDUM TO 


TERM PROMISSORY NOTE


 


	Loan No.	 
	Qualifying Account No.	890166911
	Maker	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. and SCREEN MEDIA VENTURES, LLC, jointly and severally
	Loan Amount	$5,000,000.00


 


This Automatic Payment Addendum to Term
Promissory Note (this “Addendum”) is made as of the  day of April, 2018 and is incorporated into
and shall be deemed to amend and supplement that certain Term Promissory Note (the “Note”), dated of even date
herewith, as executed by the undersigned (the “Maker”) in favor of PATRIOT BANK, N.A. (the “Lender”)
in connection with the loan (“Loan”) described above. Capitalized terms not otherwise defined herein shall have
such meaning as given in the Note.


 


Lender is authorized to
increase the Interest Rate now in effect on the above described Loan by one half of one percent (0.50%) (i) if Maker has
not established and continues to maintain the above designated account and to authorize automatic debits from that account (the
“Qualifying Account”) for the purpose of making loan payments within ten (10) days of such payment being due,
or (ii) if Maker fails to maintain the Minimum Deposit in the Qualifying Account, as required under the terms of Section 7.20
of the Loan Agreement.


 


This arrangement may be
terminated upon the occurrence of any of the following:


 


1.       There
are insufficient collected funds in the Qualifying Account to make the full payment on the due date of any monthly payment. In
such event, Maker may also be subject to the possible late charges and other consequences of a late payment as stated in my Qualifying
Account.


 


Effective on the first
day of the month following the occurrence of any of the foregoing events, Lender will be entitled to increase the Interest Rate
and any floor rate on my loan by one-half of one percentage point (0.50%). This increase will not be subject to any interest
rate limitation stated in the Loan Documents except that the Interest Rate may not exceed the maximum interest rate allowed by
applicable law.


 


In its sole discretion,
Lender may decide not to exercise its right to increase the Interest Rate. In such case, Lender shall not waive its right to do
so later. Once this arrangement is terminated it will not be reinstated.


 


Except as expressly stated
in this Addendum, all other terms of the Loan Documents shall remain in full force and effect.


 


SIGNATURE PAGE FOLLOWS


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Automatic Payment Addendum to Term Promissory Note as of the date and year first written above.


 


	SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: 	 	BORROWER:
	 	 	 
	 	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.,
		 	a Delaware corporation
	Name:	 	 	 
	 	 	By:	 
		 	 	Name:  Scott W. Seaton
	Name:	 	 	Title:  Vice Chairman
	 	 	 	Duly Authorized
	 	 	 	 
	 	 	 	 
	 	 	SCREEN MEDIA VENTURES, LLC,
	 	 	a Delaware limited liability company
		 	By:	Chicken Soup for the Soul Entertainment Inc.,
	Name:	 	 	a Delaware corporation
	 	 	 	Its Manager
		 	 	 
	Name:	 	By:	 
	 	 	 	Name:  Scott W. Seaton
	 	 	 	Title:  Vice Chairman
	 	 	 	Duly Authorized


 


[Signature Page to Automatic
Payment Addendum to Term Promissory Note]


 




     


     


    

 


	STATE OF CONNECTICUT	)
	 	) ss:  Cos Cob
	COUNTY OF FAIRFIELD	)


 


On this the ____ day of
April, 2018 before me, the undersigned officer, personally appeared Scott W. Seaton, who acknowledged himself to be the Vice Chairman
of Chicken Soup for the Soul Entertainment Inc., a Delaware corporation, and that he, as such officer, being authorized so to do
executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Vice
Chairman.


 


In Witness Whereof, I hereunto set my hand.


 


	 	 
	 	Notary Public
	 	My Commission Expires:
	 	Commissioner of the Superior Court


 


	STATE OF CONNECTICUT	)
	 	) ss:  Cos Cob
	COUNTY OF FAIRFIELD	)


 


On this the ____ day of
April, 2018 before me, the undersigned officer, personally appeared Scott W. Seaton, who acknowledged himself to be the Vice Chairman
of Chicken Soup for the Soul Entertainment Inc., a Delaware corporation, the Manager of Screen Media Ventures, LLC, a Delaware
limited liability company, and that he, as such officer, being authorized so to do executed the foregoing instrument for the purposes
therein contained, by signing the name of the limited liability company by himself as Vice Chairman.


 


In Witness Whereof, I hereunto set my hand.


 


	 	 
	 	Notary Public
	 	My Commission Expires:
	 	Commissioner of the Superior Court


 


[Acknowledgment Page to Automatic Payment Addendum
to Term Promissory Note]