COMMERCIAL NOTE


 


FOR VALUE RECEIVED,
the Undersigned, Palmer-Mapletree LLC, a Delaware limited liability company with its principal place of business at 9 East 40th
Street, Suite 900, New York, New, York (the "Borrower") promises to pay to the order of Country Bank for Savings ("Lender"),
at the Lender's main office presently located at 75 Main Street, Ware, Hampshire County, Massachusetts, or at such other place
as Lender may designate in writing, the principal sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00), plus interest,
all as hereinafter set forth ("Note").


 


INTEREST


 


Interest from the date
hereof upon the unpaid principal balance from time to time outstanding shall accrue at an initial fixed rate of five and 00/100
percent (5.00%) per annum for an initial period of five (5) years, commencing from the date hereof (the “Initial Period”),
and thereafter, during each succeeding one (1) month period ("Adjustment Period"), at a fixed rate to be determined as
of the first day of each such Adjustment Period and equal to Lender's Prime Rate on that date plus one and 00/100 percent (1.00%)
per annum, provided, however, at no time, shall the interest rate charged in connection with this Note be less than five and 00/100
percent (5.00%) per annum. "Prime Rate" as used herein shall mean the "Prime Rate" as identified and published
by the Wall Street Journal under its listing of Money Rates (and where more than one "Prime Rate" is so
published, the highest rate shall be used herein). If the above Prime Rate index should no longer become available, Lender shall
select a new index which is based upon comparable information and shall notify the Undersigned of the change. Interest hereunder
shall be computed on the basis of a three hundred sixty (360) day year and shall accrue and be paid for the actual number of days
any principal hereunder remains unpaid.


 


REPAYMENT


 


Principal and interest
due Lender hereunder shall be repayable as follows:


 


		A.	Commencing one (1) month from the date hereof and on the same day of each month during the Initial
Period, payments of principal and interest in the amount of $3,972.92;



 


		B.	Thereafter, and on the same day of each succeeding month during each Adjustment Period, payments
of principal and interest in such amounts as are necessary to fully amortize the (then) unpaid principal hereunder existing on
the first day of each such Adjustment Period at the (then) applicable rate of interest and based upon an amortization period of
fifteen (15) years less the number of years elapsed from the date hereof;



 






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		C.	Any remaining unpaid principal, and all accrued interest thereon, shall be due and payable IN FULL
fifteen (15) years from the date hereof.



 


Any payments received
by Lender with respect to this Note shall be applied first to any costs, charges or expenses (including reasonable attorneys’
fees) due Lender from the Undersigned, second to any unpaid accrued interest hereunder and third to the unpaid principal hereunder.


 


If any payment required
hereunder is more than fifteen (15) days overdue, (in addition to the interest accruing hereunder) a late charge of five percent
(5.00%) of the overdue payment shall be charged to the Undersigned and be immediately due and payable to Lender. Any payment having
a due date falling upon any day during which the Lender is not open for business shall be due and payable on the next business
day for which Lender is open for business and interest shall continue to accrue during the extended period.


 


If any payment received
by Lender with respect to this Note shall be deemed by a court of competent jurisdiction to have been a voidable preference or
fraudulent conveyance under federal or state law, or otherwise due any party other than Lender, then the obligation for which the
payment was made shall not be discharged by the payment and shall survive as an obligation due hereunder, notwithstanding the Lender's
return to the Undersigned or any other party of the original of this Note or other instrument evidencing the obligation for which
payment was made.


 


The Borrower shall
have the right to prepay this Note at any time, provided, however, in the event of any Prepayment the Borrower shall pay to the
Lender a Prepayment premium computed as follows:


 


		(a)	If Prepayment occurs during the first year of this Note, the premium shall be an amount equal to
five percent (5.00%) of the outstanding principal balance existing immediately prior to the Prepayment.



		(b)	If Prepayment occurs after the first year of this Note, but prior to commencement of the third
year of this Note, the premium shall be an amount equal to four percent (4.00%) of the outstanding principal balance existing immediately
prior to the Prepayment.



		(c)	If Prepayment occurs after the second year of this Note, but prior to commencement of the fourth
year of this Note, the premium shall be an amount equal to three percent (3.00%) of the outstanding principal balance existing
immediately prior to the Prepayment.



		(d)	If Prepayment occurs after the third year of this Note, but prior to commencement of the fifth
year of this Note, the premium shall be an amount equal to two percent (2.00%) of the outstanding principal balance existing immediately
prior to the Prepayment.



		(e)	If Prepayment occurs after the fourth year of this Note, but prior to commencement of the sixth
year of this Note, the premium shall be an amount equal to one percent (1.00%) of the outstanding principal balance existing immediately
prior to the Prepayment.



 






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For purposes hereof, “Prepayment”
shall mean any payment of principal in advance of its due date. All Prepayments, whether by acceleration or otherwise, shall be
applied against the principal payments due hereunder in the inverse order of their maturity.


 


Upon the occurrence
of a default hereunder, interest upon the total unpaid principal hereunder shall thereafter, at Lender's option, without notice
to Undersigned, and until payment in full of all obligations hereunder, accrue at a rate ("Default Rate") equal to the
lesser of (a) the highest interest rate permitted by applicable law or (b) five percent (5.00%) per annum above the interest rate
then in effect hereunder at the time of the default.


 


It is not intended
under this Note to charge interest at a rate exceeding the maximum rate of interest permitted to be charged under applicable law,
but if interest exceeding said maximum rate should be paid hereunder, the excess shall, at Lender's option, be (a) deemed a voluntary
prepayment of principal not subject to the prepayment premium (if any) set forth herein or (b) refunded to the Undersigned.


 


The following described
property, in addition to all other collateral now or hereafter provided by the Undersigned to Lender, shall secure this Note and
all other present or future obligations of the Undersigned to Lender: Mortgage on property owned by the Borrower and located at
20 Wilbraham Street, Palmer, Hampden County, Massachusetts (the "Mortgaged Premises").


 


As additional collateral
for the payment and performance of this Note and all other obligations, whether now existing or hereafter arising, of the Undersigned
to Lender, Lender shall at all times have and is hereby granted a security interest in, and right of offset against, all cash,
deposit balances and/or accounts, instruments, securities or other property of the Undersigned, and of any endorser or guarantor
hereof, now or hereafter in the possession of Lender, whether for safekeeping or otherwise. This right of offset shall permit Lender
at any time and without notice to the Undersigned or any endorser or guarantor hereof, to transfer such funds or property as may
be deemed by Lender to be appropriate so as to reduce or satisfy any obligation of the Undersigned to the Lender, whether or not
such obligation is then due.


 






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This Note shall be IN DEFAULT and the total
unpaid principal hereunder and all accrued interest thereon shall, at Lender's option, be immediately due and payable, without
prior notice, protest, or demand, upon the occurrence of any one or more of the following events of default (an “Event of
Default”): (a) the failure of the Undersigned to pay any amount when due hereunder within 10 days following written notice
from Lender; (b) the failure of the Undersigned to perform any other obligation to Lender as required hereunder or under any other
agreement between Lender and the Undersigned, after the expiration of any applicable grace or cure period; (c) the occurrence of
any default under, or the breach of, any term or condition of this or any other note, any mortgage, loan and/or security agreement,
guaranty, or any other agreement between Lender and the Undersigned, after the expiration of any applicable grace or cure period;
(d) Lender's determination that any representation made by the Undersigned to Lender at any time was not true or accurate in any
material respect when given;(e) the granting of any trust mortgage upon any assets of the Undersigned, the occurrence of any assignment
for the benefit of the Undersigned's creditors or the appointment of a custodian, trustee, or receiver with respect to any assets
of the Undersigned, or the filing of any petition by or against the Undersigned under the Bankruptcy Reform Act of 1978 (as amended)
or any other federal or state law by which the Undersigned is or may be relieved from its debts, provided however, the Undersigned
shall have forty five (45) days within which to obtain a final dismissal of any involuntary bankruptcy petition; (f) the service
of any process upon Lender by which any funds of the Undersigned being held by Lender may be attached if not dismissed or fully
bonded within 30 days; (g) the attachment of any other assets of the Undersigned, where such attachment is not released, terminated
or fully bonded within thirty (30) days of the order authorizing it; (h) the entry of any judgment against the Undersigned which
is not satisfied or appealed from within fifteen (15) days of its entry; (i) the death, incapacity, dissolution, termination of
existence or liquidation of any of the Undersigned; (j) the occurrence of any of the foregoing events of default with respect to
any endorser of any obligations of the Undersigned to Lender.


 


The Undersigned respectively
(a) waive presentment, demand, notice, protest and delay in connection with the delivery, acceptance, performance, collection and
enforcement of this Note, and (b) assent to any extension, renewal, modification or other indulgence permitted by Lender with respect
to this Note, including, without limitation, any release, substitution, or addition of co-makers, endorsers or guarantors of this
Note and any release, substitution or addition of collateral securing this Note or any other obligations of the Undersigned, or
any such endorsers or guarantors, to Lender, and (c) authorize Lender, in its sole and exclusive discretion and without notice
to the Undersigned, or any endorser or guarantor hereof, to complete this Note if delivered incomplete in any respect.


 


No indulgence, delay
or omission by Lender in exercising or enforcing any of its rights or remedies hereunder shall operate as a waiver of any such
rights or remedies or of the right to exercise them at any later time. No waiver of any default hereunder shall operate as a waiver
of any other default hereunder or as a continuing waiver. The Lender's acceptance of any payment hereunder, following any default,
shall not constitute a waiver of such default or of any of the Lender's rights or remedies hereunder (including charging interest
at the Default Rate), unless waived in writing by Lender.


 


All of the Lender's
rights and remedies hereunder, and under any other related loan documents, shall be cumulative and may be exercised singularly
or concurrently, at the Lender's sole and exclusive discretion.


 






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The Undersigned jointly
and severally agree to pay on demand all costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred
by Lender in connection with the protection and/or enforcement of any of Lender's rights or remedies hereunder, whether or not
any suit has been instituted by Lender.


 


The word "Lender"
where used herein shall mean the named payee, its successors, assigns, affiliates and endorsees (and/or the holder of this Note
if, at any time, it is made payable to bearer), all of whom this Note shall inure to their benefit as holders in due course.


 


The word "Undersigned"
where used herein includes the Borrower, any and all makers and co-makers hereof, and their respective heirs, successors, assignees
and representatives, all of whom and their respective heirs, successors, assigns and representatives, shall be jointly and severally
liable hereunder. Any reference herein to the Undersigned is a reference to such party or parties individually as well as collectively.


 


The use of masculine
or neuter genders hereunder shall be deemed to include the feminine and the use of the singular or the plural herein shall be deemed
to include the other, as the context may require.


 


The Undersigned represents
that the proceeds of this Note will not be used for personal, family or household purposes and that this loan is strictly a commercial
transaction.


 


The Undersigned, at
its own expense, shall provide Lender with such financial statements and other information as Lender may from time-to-time require.


 


This Note shall be
governed by the laws of the Commonwealth of Massachusetts and the Undersigned submit to the jurisdiction of its courts with respect
to all claims concerning this Note or any collateral securing it.


 


ALL PARTIES TO THIS
NOTE, INCLUDING LENDER, HEREBY EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY, AS TO ALL ISSUES, INCLUDING ANY COUNTERCLAIMS, WITHOUT
EXCEPTION, IN ANY ACTION OR PROCEEDING RELATING, DIRECTLY OR INDIRECTLY, TO THIS NOTE AND/OR OTHER INSTRUMENTS OR LOAN DOCUMENTS
(IF ANY) EXECUTED IN CONNECTION HEREWITH.


 


IN THE EVENT THAT UNDERSIGNED
SHALL BECOME A DEBTOR IN ANY BANKRUPTCY PROCEEDING PURSUANT TO USC 11 AND LENDER SHALL SEEK RELIEF FROM AUTOMATIC STAY PURSUANT
TO §362 THEREOF, UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE PARTIES INTEND, AS A NEGOTIATED CONDITION OF THE MAKING OF THE
LOAN REPRESENTED HEREBY, THAT LENDER BE GRANTED IMMEDIATE RELIEF FROM STAY UPON SUCH HAPPENING, AND THAT THIS WRITING MAY BE DEEMED
CONCLUSIVE EVIDENCE AS TO THE NEGOTIATED ONGOING INTENTION OF THE PARTIES AND IS INTENDED TO REMAIN THE PRINCIPAL BASIS UPON WHICH
ANY COURT SHALL MAKE SUCH DETERMINATION.


 






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This Note constitutes
a final written expression of all of its terms and is a complete and exclusive statement of those terms. Any modification or waiver
of any of these terms must be in writing signed by the party against whom the modification or waiver is to be enforced.


 


The Undersigned agree
to be bound by the terms of this Note and acknowledge receipt of a signed copy hereof.


 


Signed as a sealed
instrument this 8th day of June, 2012.


 


	Witness:	 	Palmer-Mapletree LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Nickolas W. Jekogian, III	 
	 	 	 	Nickolas W. Jekogian, III, Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Alexander Ludwig	 
	 	 	 	Alexander Ludwig, Manager	 


 






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