Exhibit 10.14


PROMISSORY NOTE


$4,140,000.00


New York, New York

December 28, 2012


FOR VALUE RECEIVED,
THE ENTITIES SET FORTH ON SCHEDULE A ATTACHED HERETO, each a Delaware limited liability company, as maker, having its principal
place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (each, together with its successors and permitted assigns,
an “Individual Borrower” and collectively referred to herein as “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 (together with its successors and assigns, “Lender”),
or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FOUR MILLION ONE HUNDRED
FORTY THOUSAND AND NO/100 DOLLARS ($4,140,000.00), 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, and to be paid in accordance with the terms of this Note and
that certain Loan Agreement, dated the date hereof, between Borrower and Lender (as the same may hereafter be amended, restated,
replaced, supplemented, renewed, extended or otherwise modified from time to time, the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.


ARTICLE
1 - PAYMENT TERMS


Borrower agrees
to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the
rates and at the times specified in Article 2 of the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon (including, without limitation, Accrued Interest) shall be due and payable on the Maturity
Date. This Note shall be the “Note” as defined in the Loan Agreement.


ARTICLE
2 - DEFAULT AND ACCELERATION


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 when due (and
such nonpayment is an Event of Default) or if not paid on or before the Maturity Date or on the happening of any other Event of
Default.



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ARTICLE
3 - LOAN DOCUMENTS


This Note is secured
by the Mortgages and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgages and the other Loan 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. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement,
the terms and provisions of the Loan Agreement shall govern.


ARTICLE
4 - SAVINGS CLAUSE


Notwithstanding
anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically
be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by
Lender shall never exceed the Maximum Legal Rate or amount, (b) in calculating whether any interest exceeds the Maximum Legal Rate,
all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness
of Borrower to Lender and (c) if through any contingency or event Lender receives or is deemed to receive interest in excess of
the Maximum Legal Rate, any such excess shall be deemed to have been applied (without prepayment penalty or premium) toward payment
of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall
immediately be returned to Borrower.


ARTICLE
5 - 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.


ARTICLE
6 - 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, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment
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 Loan Agreement or the other Loan
Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of
the Debt, under this Note, the Loan Agreement or the other Loan 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



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or demand as provided
for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership, the agreements herein contained
shall remain in force and be applicable, notwithstanding any changes in the individuals or entities comprising the partnership,
and the term “Individual Borrower” or “Borrower,” as used herein, shall include any alternate
or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability.
If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any
changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term “Individual
Borrower” or “Borrower” as used herein, shall include any alternative or successor corporation, but
any predecessor corporation shall not be relieved of liability hereunder. If any Borrower is a limited liability company, the agreements
herein contained shall remain in force and be applicable, notwithstanding any changes in the members comprising the limited liability
company, and the term “Borrower” as used herein, shall include any alternate or successor limited liability
company, but any predecessor limited liability company and their members shall not thereby be released from any liability. (Nothing
in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests
in such partnership, corporation or limited liability company which may be set forth in the Loan Agreement, the Mortgages or any
other Loan Document.)


ARTICLE
7 - TRANSFER


Upon the transfer
of this Note, Borrower hereby waiving notice of any such transfer except as provided in the Loan Agreement, Lender may deliver
all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee
who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and
Lender shall from that date forward forever be relieved and fully discharged from any liability or responsibility in the matter;
but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.


ARTICLE
8 - EXCULPATION


The provisions of
Section 9.3 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force
as if fully set forth herein.



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ARTICLE
9 - GOVERNING LAW


(A)            
THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK,
AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE
(WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED
BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS
THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


(B)             
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER’S
OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH
COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:


The Corporation Trust Company


Corporation Trust Center


1209 Orange Street


Wilmington, Delaware 19801



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AS ITS AUTHORIZED AGENT TO ACCEPT
AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE
OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE
TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE
AUTHORIZED AGENT (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND
(III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.


ARTICLE
10 - NOTICES


All notices or other
written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement.


ARTICLE
11 - JOINT AND SEVERAL


If more than one
Person has executed this Note as “Borrower”, the obligations of all such Persons hereunder shall be joint and
several.


 


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


BORROWER:


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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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



 


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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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




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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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



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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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



 


 


 


 


 


 



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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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



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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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



 


 


 


 


 



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


		By:	IREIT DG SPE II Member, L.L.C., a Delaware limited liability company, its sole member



		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




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SCHEDULE A


BORROWER


 


		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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