Exhibit 10.17


MEZZANINE PROMISSORY NOTE


$2,480,000.00


New York, New York


December 28, 2012


FOR VALUE RECEIVED, IREIT
DG SPE II MEMBER, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523 (“Borrower”), hereby unconditionally promises to pay to the order of JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, as payee, having
an address at 383 Madison Avenue, New York, New York 10179 (“Lender”), or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of Two Million Four Hundred Eighty Thousand and No/100 Dollars ($2,480,000),
in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable
Interest Rate (defined below), and to be paid in accordance with the terms of this Note.


I.                  
DEFINED TERMS


For all purposes of this Note, except
as otherwise expressly required or unless the context clearly indicates a contrary intent:


“Anticipated Repayment Date”
shall mean January 1, 2014.


“Applicable Interest Rate”
shall mean (i) from and including the Closing Date through but excluding the Maturity Date, an interest rate per annum equal
to the Initial Rate; and (ii) at any time from and after the occurrence of an Event of Default, the Default Rate, to the extent
provided in accordance with Article V.


“Business Day” shall
mean a day on which commercial banks are not authorized or required by law to close in the State of New York.


“Closing Date” shall
mean the date of this Note.


“Event of Default”
shall have the meaning set forth in Article IV.


“Governmental Authority”
shall mean any court, board, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal,
state, county, district, municipal, city or otherwise) whether now or hereafter in existence.


“Initial Rate” shall
mean Nine and No/100 Percent (9.0%).


“Interest Period”
shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period commencing
on the first day of the prior calendar month and ending on the last day of such prior calendar month.



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“Loan” shall mean
the loan made by Lender to Borrower in the original principal amount set forth in, and evidenced by, this Note.


“Loan Documents”
shall mean this Note, the Security Instrument, and all other agreements, instruments, or documents executed by Borrower or others
and evidencing, securing, guaranteeing, or supporting the Loan.


“Maturity Date” shall
have the meaning set forth in Article II.


“Other Security Documents”
shall have the meaning set forth in Article VII hereof


“Payment Date” shall
mean the first (1st) day of each calendar month during the term of the Loan


“Pledged Entity”
shall mean the entities listed on Exhibit A hereto, each a Delaware limited liability company, in which Borrower owns, directly
or indirectly, 100% of the outstanding membership interests.


“Prepayment Rate”
shall mean the bond equivalent yield (in the secondary market) on the United States Treasury Security that as of the Prepayment
Rate Determination Date has a remaining term to maturity closest to, but not exceeding, the remaining term to the Maturity Date
as most recently published in “Statistical Release H.15 (519), Selected Interest Rates,” or any successor publication,
published by the Board of Governors of the Federal Reserve System, or on the basis of such other publication or statistical guide
as Lender may reasonably select.


“Prepayment Rate Determination
Date” shall mean the date which is five (5) Business Days prior to the date that such prepayment shall be applied in
accordance with the terms and provisions of Article VI hereof.


“Property” shall
mean those certain properties described on Exhibit B hereto, in which Pledged Entity owns, on the date hereof, a 100% undivided
fee interest.


“Security Instrument”
shall have the meaning set forth in Article VII hereof


“Solvent” as used
herein shall mean both (a) that the financial condition of Borrower is such that the sum of the Borrower’s debts is less
than the aggregate of, at fair valuation, all of the Borrower’s property (exclusive of property transferred, canceled or
removed with intent to hinder, delay or defraud the Borrower’s creditors) and (b) that the Borrower is paying its debts as
such debts become due, unless such debts are the subject of a bona fide dispute.


“Yield Maintenance Premium”
shall mean an amount equal to the greater of (a) one percent (1%) of the outstanding principal of the Loan to be prepaid or satisfied
and (b) the excess, if any, of (i) the sum of the present values of all then-scheduled payments of principal and interest under
the Note assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the
Loan is paid on the Maturity Date (with each such payment and assumed payment discounted to its present value at the date of prepayment
at the rate which, when compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually and deducting from
the sum of such present values any short-term



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interest paid from the date of prepayment
to the next succeeding Payment Date in the event such payment is not made on a Payment Date), over (ii) the principal amount being
prepaid.


II.               
PAYMENT TERMS


A.               
Borrower agrees to pay sums under this Note in installments as follows:


1.                 
A payment on the date hereof of all interest that will accrue on the principal amount of this Note from and after the Closing
Date through and including the last day of the month in which the Closing Date occurs;


2.                 
A payment of interest only for the related Interest Period on each Payment Date through and including the Maturity Date;
and


3.                 
The outstanding principal sum and all interest thereon, shall be due and payable on January 1, 2020 (the “Maturity
Date”).


B.                
Interest on the principal sum of this Note shall be calculated at the Applicable Interest Rate on the basis of a three hundred
sixty (360) day year based on the actual number of days elapsed.


III.            
CASH MANAGEMENT


Pledged Entity
has borrowed, on the date hereof, the principal amount of Four Million One Hundred Forty Thousand and No/100 Dollars ($4,140,000.00)
(the “Mortgage Loan”) which Mortgage Loan is evidenced by that certain Promissory Note, dated as of the date hereof
made by Pledged Entity in favor of Lender (the “Mortgage Note”) and that certain Loan Agreement between Pledged Entity
and Lender dated as of the date hereof (the “Mortgage Loan Agreement”; and together with the Mortgage Note and all
other documents evidencing or securing the Mortgage Loan, the “Mortgage Loan Documents”). Pursuant to the Mortgage
Loan Documents, if Borrower does not repay the Loan in full on or before the Anticipated Repayment Date, Pledged Entity shall execute
a Cash Management Agreement pursuant to which (provided no other Cash Sweep Event [as defined in the Mortgage Loan Agreement] then
exists) all Excess Cash Flow (as defined in the Mortgage Loan Agreement) shall be delivered to Lender. All such funds received
by Lender shall be applied to the outstanding principal balance of this Note pursuant to Section VI(C) below.



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IV.            
DEFAULT AND ACCELERATION


A.               
The whole of the principal sum of this Note, (b) interest, default interest, late charges and other sums, as provided in
this Note, the Security Instrument or the Other Security Documents, (c) all other monies agreed or provided to be paid by Borrower
in this Note, the Security Instrument or the Other Security Documents, (d) all sums advanced pursuant to the Security Instrument
to protect and preserve the Collateral (defined below) and the lien and the security interest created thereby, and (e) all sums
advanced and costs and expenses incurred by Lender in connection with the Debt (defined below) or any part thereof, any renewal,
extension, or change of or substitution for the Debt or any part thereof, or the acquisition or perfection of the security therefor,
whether made or incurred at the request of Borrower or Lender (all the sums referred to in (a) through (e) above shall collectively
be referred to as the “Debt”) shall without notice become immediately due and payable at the option of Lender if any
payment required in this Note is not paid on or prior to the date the same is due or on the happening of any other default, after
the expiration of any applicable notice and grace periods, herein or under the terms of the Security Instrument or any of the Other
Security Documents (collectively, an “Event of Default”).


V.               
DEFAULT INTEREST


Borrower does hereby agree that upon
the occurrence of an Event of Default, Lender shall be entitled to receive and Borrower shall pay interest on the entire unpaid
principal sum at a rate equal to the lesser of (a) five percent (5%) plus the Applicable Interest Rate and (b) the maximum interest
rate which Borrower may by law pay (the “Default Rate”). The Default Rate shall be computed from the occurrence of
the Event of Default until the earlier of the date upon which the Event of Default is cured or the date upon which the Debt is
paid in full. Interest calculated at the Default Rate shall be added to the Debt, and shall be deemed secured by the Security Instrument.
This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default.


VI.            
PREPAYMENT


A.               
Provided no Event of Default exists, the principal balance of this Note may be prepaid, in whole or in part, upon (i) written
notice to Lender specifying the date of prepayment and the amount being prepaid, (ii) payment of all other sums then due under
this Note, the Security Instrument and the Other Security Documents, (iii) if the prepayment occurs on a date other than a Payment
Date, payment of interest through the end of the Interest Period in which such prepayment occurs, and (iv) if the prepayment occurs
after the Anticipated Repayment Date, the Yield Maintenance Premium ((ii), (iii) and (iv) collectively, the “Prepayment Consideration”).
If a notice of prepayment is given by Borrower to Lender pursuant to this Article VI (excluding any prepayment pursuant to clauses
(C) or (D) below), the amount designated for prepayment and the other sums required under this Article VI shall be due and
payable on the proposed prepayment date.


 


B.                
Following an Event of Default and acceleration of this Note, if Borrower or anyone on Borrower's behalf makes a tender of
payment of the amount necessary to satisfy the indebtedness evidenced by this Note and secured by the Security Instrument at any
time prior to foreclosure sale (including, but not limited to, sale under power of sale under the Security Instrument), or during
any redemption period after foreclosure, the tender of payment shall constitute an evasion of Borrower's obligation to pay any
Prepayment Consideration due under this Note and such payment shall, therefore, to the maximum extent permitted by law, include
a premium equal to the Prepayment Consideration that would have been payable on the date of such tender had this Note not been
so accelerated.


C.                
If this Note has not been repaid on or before the Anticipated Repayment Date, all Excess Cash Flow received by Lender shall
be applied first to all accrued but unpaid interest and any other sums then due hereunder, then to the outstanding principal balance
of this Note, together with the Prepayment Consideration due in connection therewith. If such Excess Cash Flow is not received
on a Payment Date, at Borrower’s option, such Excess Cash Flow may be held in escrow by Lender and applied on the next occurring
Payment Date.


VII.         
SECURITY


This Note is secured by the Security
Instrument and the Other Security Documents. The term “Security Instrument” as used in this Note shall mean the Mezzanine
Pledge and Security Agreement dated as of the date hereof given by Borrower to Lender encumbering all of Borrower’s interest
in Pledged Entity, as more particularly described therein (collectively, the “Collateral”). This Note shall be the
“Note” as described in the Security Instrument. The term “Other Security Documents” as used in this Note
shall mean all and any of the documents other than this Note or the Security Instrument now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or guarantee payment of this Note.


All of the terms, covenants and conditions
contained in the Security Instrument and the Other Security Documents are hereby made part of this Note to the same extent and
with the same force as if they were fully set forth herein.


VIII.      
SAVINGS CLAUSE


This Note is subject to the express
condition that at no time shall Borrower be obligated or required to pay interest on the principal balance due hereunder at a rate
which could subject Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate which
Borrower is permitted by applicable law to contract or agree to pay. If by the terms of this Note, Borrower is at any time required
or obligated to pay interest on the principal balance due hereunder at a rate in excess of such maximum rate, the Applicable Interest
Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to such maximum rate and all previous payments
in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest
due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Debt, shall, to the



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extent permitted by applicable law,
be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate
or amount of interest on account of the Debt does not exceed the maximum lawful rate of interest from time to time in effect and
applicable to the Debt for so long as the Debt is outstanding.


IX.            
LATE CHARGE


If any sum payable under this Note is
not paid on or prior to the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of
five percent (5%) of the unpaid sum or the maximum amount permitted by applicable law to defray the expenses incurred by Lender
in handling and processing the delinquent payment and to compensate Lender for the loss of the use of the delinquent payment and
the amount shall be secured by the Security Instrument and the Other Security Documents.


X.               
NO ORAL CHANGE


This Note may not be modified, amended,
waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.


XI.            
JOINT AND SEVERAL LIABILITY


If Borrower consists of more than one
person or party, the obligations and liabilities of each person or party shall be joint and several.


XII.         
WAIVERS


Borrower and all others who may become
liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor,
protest and notice of protest and nonpayment and all other notices of any kind. No release of any security for the Debt or extension
of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note,
the Security Instrument or the Other Security Documents made by agreement between Lender or any other person or party shall release,
modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other person or entity
who may become liable for the payment of all or any part of the Debt, under this Note, the Security Instrument or the Other Security
Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender
to take further action without further notice or demand as provided for in this Note, the Security Instrument or the Other Security
Documents. If Borrower is a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding
any changes in the individuals comprising the partnership. If Borrower is a corporation, the agreements contained herein shall
remain in full force and applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating
to, the corporation. If Borrower is a limited liability company, the agreements contained herein shall remain in full force and
applicable notwithstanding any changes in the members comprising, or the managers, officers or agents relating to, the limited
liability company. The



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term “Borrower”, as used
herein, shall include any alternate or successor partnership, corporation, limited liability company or other entity or person
to the Borrower named herein, but any predecessor partnership (and their partners), corporation, limited liability company, other
entity or person shall not thereby be released from any liability. Nothing in this Article XII shall be construed as a consent
to, or a waiver of, any prohibition or restriction on transfers of interests in such entities which may be set forth in the Security
Instrument or any Other Security Document.


XIII.      
TRANSFER


Lender may, at any time, sell, transfer
or assign this Note, the Security Instrument and the Other Security Documents, and any or all servicing rights with respect thereto,
or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest
in a rated or unrated public offering or private placement (the “Securities”). Lender may forward to each purchaser,
transferee, assignee, servicer, participant, investor in such Securities or any Rating Agency rating such Securities (collectively,
the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter
acquire relating to the Debt and to Borrower, any guarantor and the Collateral, whether furnished by Borrower, any guarantor or
otherwise, as Lender determines necessary or desirable. Borrower and any guarantor agree to cooperate with Lender in connection
with any transfer made or any Securities, including, without limitation, the delivery of an estoppel certificate in accordance
therewith, and such other documents as may be reasonably requested by Lender. Borrower shall also furnish and Borrower and any
guarantor consent to Lender furnishing to such Investors or such prospective Investors any and all information concerning the Collateral,
the financial condition of Borrower and any guarantor as may be requested by Lender, any Investor or any prospective Investor in
connection with any sale, transfer or participation interest. Lender may retain or assign responsibility for servicing the Loan,
including the Note, the Security Instrument, the Security Instrument and the Other Security Documents, or may delegate some or
all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer.
Lender may make such assignment or delegation on behalf of the Investors if the Note is sold or this Agreement or the Other Security
Documents are assigned. All references to Lender herein shall refer to and include any such servicer to the extent applicable.


XIV.      
WAIVER OF TRIAL BY JURY


BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THIS NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THIS NOTE, THIS NOTE,
THE SECURITY INSTRUMENT OR THE OTHER SECURITY DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS
OR AGENTS IN CONNECTION THEREWITH.



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XV.         
AUTHORITY


Borrower (and the undersigned representative
of Borrower, if any) represents that Borrower has full power, authority and legal right to execute and deliver this Note, the Security
Instrument and the Other Security Documents and that this Note, the Security Instrument and the Other Security Documents constitute
valid and binding obligations of Borrower.


XVI.      
APPLICABLE LAW


This Note shall be deemed to be a contract
entered into pursuant to the laws of the State of New York and shall in all respects be governed, construed, applied and enforced
in accordance with the laws of the State of New York.


XVII.   
COUNSEL FEES


In the event that it should become necessary
to employ counsel to collect the Debt or to protect or foreclose the security therefor, Borrower also agrees to pay all reasonable
fees and expenses of Lender, including, without limitation, reasonable attorney's fees for the services of such counsel whether
or not suit be brought.


XVIII.
NOTICES


All notices or other written communications
to Borrower or Lender hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person with receipt
acknowledged by the recipient thereof, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable
overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly
maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed
to Borrower or Lender at their addresses set forth in the Security Instrument or addressed as such party may from time to time
designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses
for subsequent notices or communications.


XIX.      
MISCELLANEOUS


A.               
Wherever pursuant to this Note (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement
or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of
Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions
and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except
as may be otherwise expressly and specifically provided herein.


B.                
Wherever pursuant to this Note it is provided that Borrower pay any costs and expenses, such costs and expenses shall include,
but not be limited to, reasonable legal fees and disbursements of Lender.



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XX.         
DEFINITIONS


All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Security Instrument. Whenever used, the singular number shall
include the plural, the plural number shall include the singular, and the words “Lender” and “Borrower”
shall include their respective successors, assigns, heirs, executors and administrators.


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IN WITNESS WHEREOF, Borrower
has duly executed this Note as of the day and year first above written.


BORROWER:


IREIT DG SPE II MEMBER, L.L.C.,
a Delaware limited liability company


		By:	Inland Real Estate Income Trust, Inc. a Maryland corporation, its sole member



		By:	/s/ David Z. Lichterman

Name: David Z. Lichterman

Title: Treasurer/Chief Accounting Officer



 


 


 


 


 


ACKNOWLEDGMENT


 


STATE OF ILLINOIS)

                                        )ss

COUNTY OF DUPAGE)


On December 26,
2012 before me, Laura Razo, personally appeared David Z. Lichterman, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.


WITNESS my hand and official seal.


/s/ Laura Razo

Notary Public



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Exhibit A


 


Pledged Entities


 


 


		1.	IREIT Mobile Moffett DG, L.L.C., a Delaware limited liability company



		2.	IREIT Daleville DG, L.L.C., a Delaware limited liability company



		3.	IREIT Valley DG, L.L.C., a Delaware limited liability company



		4.	IREIT Maryville DG, L.L.C., a Delaware limited liability company



		5.	IREIT LaGrange Hamilton DG, L.L.C., a Delaware limited liability company



		6.	IREIT LaGrange Wares Cross DG, L.L.C., a Delaware limited liability company



		7.	IREIT Brooks DG, L.L.C., a Delaware limited liability company




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Exhibit B


 


Properties


 


1.Dollar General, 5475 Moffett Road, Mobile,
Alabama 36618


2.Dollar General, 501 East Main Street,
Daleville, Alabama 36322


3.Dollar General, 4919 Lee Road 270, Valley,
Alabama 36854


4.Dollar General, 109 Sam Houston School
Road, Maryville, Tennessee 37804


5.Dollar General, 2956 Hamilton Road, Lagrange,
Georgia 30240


6.Dollar General, 112 Wares Cross Road,
Lagrange, Georgia 30240


7.Dollar General, 7768 Georgia Highway
16 West, Brooks, Georgia 30205


 




 


 


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