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EXHIBIT 4.2
ARKADOS GROUP, INC.
220
Old New Brunswick Road, Suite 202
Piscataway, NJ 08854
_________________________________
REQUEST FOR EXTENSION, WAIVER AND
EXCHANGE
_________________________________
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To:
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All holders of
the above company’s
6% Convertible
Subordinated Notes due June 30, 2008 (the
“Notes”)
$1,066,500
Principal amount outstanding
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Arkados Group,
Inc., formerly CDKnet.com, Inc., a Delaware corporation (the
“Company”), subject to the conditions set forth below,
hereby offers the holders of the Notes, shares of the
Company’s common stock, $0.0001 (“Shares”) in
exchange for 25% of the outstanding principal and related interest
of the Notes. The number of Shares to be issued to each
holder will be determined by multiplying the sum of the principal
amount of the holder’s Note and the accrued and unpaid
interest by 0.25 and dividing by $0.35, rounding up to the nearest
whole Share The offer is subject to and expressly
conditioned upon the acceptance of not less than the holders of
$71
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