Exhibit 10.2


 


Promissory Note


 


	Principal	Loan
    Date	Maturity
    Date	Loan
    No.	Call
    / Coll	Account	Officer	Initials
	$1,800,000.00
    	07/20/2018	7/20/2021	1218300	 	 	ACS	 ACS
	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.



 


	Company:	 	Hawksite 27 Development Company, LLC	 	Lender:	 	Main Bank
	 	 	333 Rio Rancho Blvd NE, Suite 202	 	 	 	Albuquerque Office
	 	 	Rio Rancho, NM 87124	 	 	 	7300 Menaul Blvd., NE
	 	 	 	 	 	 	Albuquerque, NM 87110



 


 



 





	Principal Amount: $1,800,000.00	Date of Note: July 20, 2018







 


PROMISE TO PAY. Hawksite 27 Development
Company, LLC (“Borrower”) promises to pay to Main Bank (“Lender”), or order, in lawful money of
the United States of America, the principal amount of One Million Eight Hundred Thousand & 00/100 Dollars ($1,800,000.00)
or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest
shall be calculated from the date of each advance until repayment of each advance.


 


PAYMENT. Borrower will pay this loan
in one payment of all outstanding principal plus all accrued unpaid interest on July 20, 2021. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning August 20, 2018, with
all subsequent interest payments to be due on the same 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.


 


VARIABLE INTEREST RATE. The interest
rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Journal
prime rate (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index
becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will
tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each
year. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum.
Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using a rate of 2.380 percentage points over the Index, resulting in an initial rate of 7.380% per annum based on a
year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be more than (except for any higher default
rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD. Interest
on this Note is computed on a 365/360 basis; 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; MINIMUM INTEREST CHARGE.
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 default), except as otherwise required by law.
In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge
of $10 0.00. Other than Borrower’s obligation to pay any minimum interest charge, 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: Main Bank, Albuquerque Office, 7300 Menaul Blvd., NE, P.O. Box 36630, Albuquerque,
NM 87176.


 


LATE CHARGE. If a payment is 10
days or more late, Borrower will be charged 5.000% of the regularly scheduled payment but not to exceed $750.00.


 


INTEREST AFTER DEFAULT. Upon default,
including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per annum based on
a year of 360 days. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable
law.


 


DEFAULT. Each of the following
shall constitute an event of default (“Event of Default”) under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition.


 


Cure
Provisions. If any default is curable and if Borrower has not been given a notice of a breach of the same provision of this
Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding
cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


LENDER’S RIGHTS. Upon default,
Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then
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. If not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.


 


JURY WAIVER. Lender and Borrower
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.


 


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 New Mexico
without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of New Mexico.


 


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 IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by


 



     


     


    

	Loan
    No: 1218300	 	PROMISSORY
    NOTE
(Continued)	 	Page
    2



 


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 a Real Estate Mortgage on real property located at Hawk Site 27 Subdivision, Bernalillo New Mexico.


 


LINE OF CREDIT. This Note evidences
a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances.
Advances under this Note, as well as directions for payment from Borrower’s accounts, may be requested orally or in writing
by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. 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.


 


APPRAISALS. Grantor and Borrower
agree that, whether or not there is a default under the Mortgage, as applicable, Lender may order periodic appraisals of the Real
Property at such intervals as Lender may reasonably require. The appraisals shall be performed by appraisers of Lender’s
choice. Grantor and Borrower agree to cooperate with the appraiser and to reimburse Lender for the cost of such appraisals.


 


CROSS COLLATERALIZATION. Any and
all collateral pledged to the bank for this and other loans is hereby pledged as collateral to this loan.


 


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.


 


NOTIFY US OF INACCURATE INFORMATION
WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower’s
account(s) to a consumer reporting agency. Borrower’s written notice describing the specific inaccuracy(ies) should be sent
to Lender at the following address: MAIN BANK 7300 Menaul Blvd., NE P.O. Box 36630 Albuquerque, NM 87176.


 


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 presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Note, 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. All such parties agree that 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 without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are joint and several.


 


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


 


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


 





	BORROWER:
	 	 	 
	HAWKSITE 27 DEVELOPMENT COMPANY, LLC
	 	 	 
	 	 	 
	By:	/s/ Carey A. Plant	 
	 	Carey A. Plant, Vice President and Secretary
	 	Date: July 24, 2018