Exhibit
10.2


 


EIGHTH
AMENDMENT TO


STOCK
SUBSCRIPTION AGREEMENT


 


THIS
EIGHTH AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into by and between James
C. Mastandrea (the “Employee”) and Paragon Real Estate Equity and Investment Trust, a Maryland trust
(the “Company”), as of September 30, 2015 (the “Effective Date”).


 


WHEREAS,
the Employee and the Company are parties to that certain Stock Subscription Agreement dated September 29, 2006 (the “Original
Subscription Agreement”);


 


WHEREAS,
under the Original Subscription Agreement, the Company agreed to provide to the Employee, and the Employee agreed to receive 44,444
shares of the Company’s Class C convertible preferred shares of beneficial interest, $0.01 par value per share (the “Subscription
Shares”) in exchange for the Employee’s services as an officer of the Company for a prescribed period of time;


 


WHEREAS,
the Subscription Shares are subject to forfeiture and restricted from being transferred by the Employee until the completion of
a prescribed vesting schedule;


 


WHEREAS,
as of the Effective Date the Subscription Shares are nonvested, subject to substantial risk of forfeiture and nontransferable;


 


WHEREAS,
the Employee and the Company have agreed to amend the Original Subscription Agreement to extend the period for which the Employee
shall provide services to the Company and to postpone the vesting of the Subscription Shares until the completion of that extended
period;


 


WHEREAS,
the Board of Trustees of the Company has determined that the provisions of this Amendment, including the extension of the period
for which the Employee shall serve as an officer of the Company and the postponement of the vesting of the Subscription Shares,
are in the best interest of the Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to amend the Original Subscription
Agreement as follows:


 


1.Defined
Terms. Capitalized words and phrases not otherwise defined herein shall have the meanings set forth in the Original Subscription
Agreement.


 


2.Extension
of the Vesting Period. The last two sentences of Section 1 of the Original Subscription Agreement are hereby amended and restated
in their entirety as follows:


 




    	1



    	 



    

 


“As
consideration for the purchase of Stock, Investor hereby agrees to pay to the Company the sum of $200,000 (the “Purchase
Price”) in the form of services as an officer for the seven-year period beginning September 29, 2006 and ending September
30, 2016. The Subscription Shares will be subject to forfeiture and restricted from being sold by Investor until the later to
occur of:


 


		(i)	a
                                         public offering by the Company sufficient to liquidate the Subscription Shares,



 


		(ii)	an
                                         exchange of the Company’s existing shares for new shares, and



 


		(iii)	September
                                         30, 2016.”



 


3.Extension
of Forfeiture Period Upon Termination. The last two sentences of Section 3(d) are hereby amended and restated in their entirety
as follows:


 


“If
Investor is terminated prior to August 31, 2016, Investor will return a proportionate number of Subscription Shares. If Investor
dies prior to August 31, 2016, the Investor’s estate will not be required to return any Subscription Shares and the restrictions
will no longer apply.”


 


4.Terms
of Original Subscription Agreement Ratified and Confirmed. Except as expressly modified, amended or supplemented by this Amendment,
all terms, covenants and conditions of the Original Subscription Agreement remain unchanged and in full force and effect. The
parties hereto hereby acknowledge that all of the terms, covenants and conditions of the Original Subscription Agreement, as hereby
modified, amended or supplemented by this Amendment, are hereby ratified and confirmed and shall continue to be and remain in
full force and effect throughout the remainder of the term of the Original Subscription Agreement, and that the Original Subscription
Agreement and this Amendment shall be read and interpreted as if it was one agreement.


 


5.Conflict.
In the event of a conflict between the terms and conditions of this Amendment and the terms and conditions of the Original Subscription
Agreement, such conflict shall be resolved in favor of the terms and conditions of this Amendment and the Original Subscription
Agreement shall be construed accordingly.


 


6.Binding
Effect and Counterparts. It is understood and agreed that this Amendment shall not be binding upon any of the parties hereto
until all of the parties hereto shall have executed and delivered the same. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall constitute one agreement, and the signature of any party to any
counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. Delivery of an executed counterpart
of this Amendment by facsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment.
Any party delivering an executed counterpart of this Amendment by facsimile also shall deliver a manually executed counterpart
of this Amendment, but failure to deliver a manually executed counterpart shall not affect the validity, enforceability and binding
effect of this Amendment.


 


7.Governing
Law; Amendments. The construction, interpretation, and enforcement of this Amendment shall be governed by the laws of the
State of Ohio, without resort to choice of law principles. In the event any provision of this Amendment is deemed to be unenforceable
under applicable law, the remaining provisions of this Amendment shall not be affected and shall remain enforceable unless the
effect of the unenforceability of the provision at issue materially alters the agreement evidenced hereby. This Amendment cannot
be changed orally, and can be changed only by an instrument in writing signed by the party against whom enforcement of such change
is sought.


 




    	2



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.


 


	 	PARAGON
    REAL ESTATE EQUITY AND 

INVESTMENT TRUST, a Maryland trust


 


	 	By:	/s/
    John J. Dee 
	 		John
    J. Dee
	 	Its:	Secretary
	 	 	 
	 	 	/s/
    James C. Mastandrea 
	 	 	James
    C. Mastandrea


 



    	3