Exhibit 10.2






PROMISSORY NOTE





	
        Principal

        $15,000,000.00
	
        Loan Date

        11-5-2015
	
        Maturity

        11-6-2017
	Loan No	Call / Coll	
        Account

        Port #618529
	
        Officer

        825
	Initials
	4061100374	 
	
        References in the boxes
        above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

        Any item above containing
        "***" has been omitted due to text length limitations.









	Borrower:	
        OFS Capital Corporation, a Delaware corporation

        10 South Wacker Drive, Suite 2500

        Chicago, IL 60606

         
	Lender:	
        Pacific Western Bank

        Los Angeles Real Estate and Construction

        1880 Century Park East, Suite #800

        Los Angeles, CA 90067

        











	Principal Amount:   $15,000,000.00	Date of Note:   November 5, 2015





PROMISE TO PAY. OFS Capital Corporation,
a Delaware corporation ("Borrower"), promises to pay to Pacific Western Bank ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much
as may be outstanding in relation to that certain loan made to Borrower pursuant to that certain Business Loan Agreement, dated
as of the date hereof, between Borrower and Lender (as amended, restated, supplemented, or otherwise modified from time to time,
the “Loan Agreement”), together with interest on the unpaid outstanding principal balance of each advance, calculated
as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 4.750%. Interest shall be calculated
from the date of each advance until repayment of each advance. The interest rate may change under the terms and conditions of the
"INTEREST AFTER DEFAULT" section.


Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.


PAYMENT. Borrower will pay this
loan in one payment of all outstanding principal plus all accrued unpaid interest on November 6, 2017. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 30, 2015, with all
subsequent interest payments to be due on the last business day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection
costs; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.


INTEREST CALCULATION METHOD. Interest
on this Note is computed on the basis of a year consisting of 360 days; that is, by applying the ratio of the interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance
is outstanding. All interest payable under this Note is computed using this method.


PREPAYMENT. Borrower agrees
that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of an Event of Default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid
interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment
constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: Pacific Western Bank, Los Angeles Real Estate and Construction,
1880 Century Park East, Suite #800, Los Angeles, CA 90067.


LATE CHARGE. If a payment
is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater.


INTEREST AFTER DEFAULT.  Upon
the occurrence, and solely during the continuance, of an Event of Default, the interest rate on this Note shall, if permitted under
applicable law, immediately increase by 5.000 percentage points; provided that in the case of an Event of Default with respect
to the payment of interest, such increase in the interest rate shall not apply until such payment of interest is 10 days or more
late.


LENDER'S RIGHTS. Upon the
occurrence, and during the continuance, of an Event of Default, Lender may, in accordance with the Loan Agreement and the Security
Agreements, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then,
subject to the terms of the Loan Agreement and the Security Agreements, Borrower will pay that amount.


ATTORNEYS' FEES; EXPENSES. Lender
may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses , whether or not there is a lawsuit,
including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law.


GOVERNING LAW. This Note will
be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California
without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California.


WAIVER OF JURY TRIAL AND JUDICIAL
REFERENCE. This Note shall be subject to the Waiver of Jury Trial and Judicial Reference provisions of the Loan Agreement which
are incorporated herein by this reference.


CHOICE OF VENUE. If there
is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, State of
California.


RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings,
or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any trust accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such
accounts.


COLLATERAL. Borrower acknowledges
this Note is secured by the Collateral.






    	 	 	 



    	Loan No. 4061100374
	PROMISSORY NOTE
(Continued)
	Page 2



    




LINE OF CREDIT. This Note
evidences a revolving line of credit under the Loan Agreement. Advances under this Note may be requested orally by Borrower or
as provided in this paragraph or the Loan Agreement. All oral requests shall be confirmed in writing on the day of the request.
All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown
above. The following person or persons are authorized to request advances and authorize payments under the line of credit until
Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Bilal Rashid,
Jeff Cerny, and Eric Rubenfeld. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions
of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.


INTEGRATION. The parties agree
that (a) this Note, together with all of the Related Documents, represents the final agreement between the parties, and therefore
incorporates all negotiations of the parties hereto (b) there are no unwritten oral agreements between the parties, and (c) this
Agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreements or understandings of
the parties.


SUCCESSOR INTERESTS. The terms
of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall
inure to the benefit of Lender and its successors and assigns.


GENERAL PROVISIONS. If any
part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of
its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this
Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of
dishonor. Upon any change in the terms of this Note in accordance with the Loan Agreement, and unless otherwise expressly stated
in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from
liability solely as a result of such change. All such parties agree that, except to the extent otherwise provided in the Loan Agreement,
the Security Agreements, or the Guaranty, Lender may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan in accordance with the Loan Agreement. The obligations under this Note are joint and several.


PRIOR TO SIGNING THIS NOTE, BORROWER
READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


BORROWER ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 


	BORROWER:	 
	 	 
	 	 
	 	 
	OFS CAPITAL CORPORATION, A DELAWARE CORPORATION	 
	 	 
	 	 
	By:	     	 
		Bilal Rashid, Chief Executive Officer of OFS Capital Corporation, a Delaware corporation