EXHIBIT 10.3


 


 


PROMISSORY NOTE


 


	$3,500,000.00	April 5, 2012


 


THIS PROMISSORY
NOTE (the “Note”) is made as of April 5, 2012 by DT STONE RIDGE, LLC, a South Carolina limited liability
company (“Borrower”), having an address at 11132 Ventura Boulevard, Suite 415, Studio City, California 91604,
to and in favor of PRIP STONE RIDGE, LLC, a Delaware limited liability company, its successors and assigns (“Lender”),
having an address, c/o Paladin Realty Partners, LLC, at 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California 90024.


 


NOW, THEREFORE,
FOR VALUE RECEIVED, Borrower unconditionally promises to pay to the order of Lender, without any counterclaim, setoff or deduction
whatsoever, on the Maturity Date (as hereinafter defined), at the office of Lender, or at such other place as Lender may designate
to Borrower in writing from time to time, the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00)
(“Note Amount”), together with interest on so much thereof as is from time to time outstanding and unpaid, from
the date of the advance of the principal evidenced hereby, at the interest rate of 7.50% per annum (the “Fixed Rate”),
in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and
dues, public and private.


 


ARTICLE I


TERMS AND CONDITIONS


 


1.1Payment of
Principal and Interest; Fees. Interest shall be computed hereunder based on a three hundred sixty (360) day year and paid for
the actual number of days elapsed for any whole or partial month in which interest is being calculated. In computing the number
of days during which interest accrues, the day on which funds are initially advanced shall be included (regardless of the time
of day such advance is made), and the day on which funds are repaid shall be included unless repayment is credited prior to close
of business. Payments in federal funds immediately available in the place designated for payment received by Lender prior to 2:00
p.m. local time on a Business Day at the place designated for payment shall be credited prior to close of business, while other
payments may, at the option of Lender, not be credited until immediately available to Lender in federal funds at the place designated
for payment prior to 2:00 p.m. local time at said place of payment on a day on which Lender (or if Lender designates another entity
to receive payment on behalf of Lender, such entity) is open for business. Such principal and all accrued and unpaid interest shall
be payable as follows: (i) interest only installments at the Fixed Rate shall be payable beginning on May 1, 2012 and continuing
on the first (1st) day of each and every month (each a “Payment Date”) thereafter through and including April
1, 2013 (the “Maturity Date”); and (ii) the entire outstanding principal balance hereof, together with all
accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. Each such monthly installment shall
be applied to the payment of accrued and unpaid interest; the final payment shall be applied first to the payment of accrued and
unpaid interest and then to the reduction of principal. If the advance of the principal amount evidenced by this Note is made on
a date other than the first (1st) day of a calendar month, then Borrower shall pay to Lender, contemporaneously with the execution
hereof, interest at the Fixed Rate for the period from the date of such advance through and including the last day of the calendar
month in which this Note is funded. Each subsequent interest accrual period shall commence on the first (1st) day of each calendar
month during the term of the Note and shall end on and include the last day of such calendar month. For purposes of making payments
hereunder, but not for purposes of calculating interest accrual periods, if the day on which such payment is due is not a Business
Day, then amounts due on such date shall be due on the immediately preceding Business Day. Borrower hereby acknowledges that interest
in this Note is to be calculated by Lender on the basis of a three hundred sixty (360) day year and is fully aware that such calculations
may result in an accrual and/or payment of interest in amounts greater than corresponding interest calculations based on a three
hundred sixty-five (365) day year.


 






    	



    	 



    
 


 


(a)Definitions.
Capitalized terms used in this Note and not otherwise defined herein shall have the meaning ascribed to them in the Security Instrument
or, if not therein defined, as defined in the other Loan Documents. For purposes of this Note:


 


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


 


“Loan”
shall mean the loan which is evidenced by this Note and governed by the Loan Documents (as hereinafter defined).


 


(b)Additional
Costs. Notwithstanding anything contained herein to the contrary, if any law, regulation, treaty or directive with respect
to taxes or profits (except for the establishment of a tax based on the overall net income of Lender or changes in the existing
taxes on the overall net income or profits of Lender), reserves or any other matter therein is enacted, adopted or changed, or
any change occurs in the interpretation or application thereof or Lender complies with any request or directive (whether or not
having the force of law) from any central bank or other governmental authority, agency or instrumentality with respect to such
taxes, reserves or other matter which enactment, adoption, change, interpretation or application occurs after the date hereof;
or (iii) a prepayment of the Note is made on a date other than on a Payment Date, whether such prepayment is optional or mandatory;
or (iv) Borrower shall default in the payment of interest on the Note; or (v) Borrower fails to make a prepayment of the Note as
permitted hereunder which Borrower has notified Lender in writing it would make; and the result is to increase the cost to Lender
of maintaining the loan evidenced by this Note or to reduce any amount receivable by Lender hereunder or to cause Lender to incur
any other cost, loss or expense, including, but not limited to, any interest or fees which are payable by Lender to lenders of
funds actually obtained by Lender, then, in any such case, Borrower shall pay Lender, on the second Business Day following Lender’s
demand, any additional amounts necessary to compensate Lender for such cost, loss, expense or reduced amount receivable. If Lender
becomes entitled to claim any additional amounts pursuant to this Section 1.1(b), it shall notify Borrower of the event
by reason of which it has become so entitled and shall certify in reasonable detail any additional amounts so payable. Such certification
submitted by Lender to Borrower shall be conclusive absent manifest error.


 






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(c)Severability
of Rights. The various rights of Lender hereunder shall be expressly severable from each other at Lender’s sole option
and may be separately assigned apart from any assignment of this Note, to one or multiple assignees. To the extent any of such
rights are so severed, Borrower agrees to undertake reasonable separate notice arrangements or other administrative procedures
as may be required by the holder of such respective rights.


 


1.2Prepayment.
This Note may be prepaid in whole but not in part, at any time, provided (i) written notice of such prepayment is received by Lender
not less than three (3) Business Days prior to the date of such prepayment and (ii) such prepayment is accompanied by all interest
accrued hereunder and all other sums due hereunder or under the other Loan Documents (as hereinafter defined).


 


1.3Security.
The indebtedness evidenced by this Note and the obligations created hereby are secured by, among other things, (a) that certain
Mortgage and Security Agreement (the “Security Instrument”), dated of even date herewith, made by Borrower for
the benefit of Lender, encumbering certain property located in Richland County, South Carolina, and (b) an Assignment of Leases
and Rents, dated of even date herewith, made by Borrower for the benefit of Lender (the “Assignment”). The Security
Instrument, the Assignment, together with this Note, any indemnity and guaranty agreement, any hazardous substances indemnity agreement,
and such other agreements, documents and instruments, together with any and all renewals, modifications, amendments, restatements,
consolidations, substitutions, replacements, and extensions and modifications thereof, are herein referred to collectively as the
“Loan Documents”. All of the terms and provisions of the Loan Documents are incorporated herein by reference.
Some of the Loan Documents are to be filed for record on or about the date hereof in the appropriate public records.


 


1.4Default.


 


(a)It is hereby
expressly agreed that should any default occur in the payment of principal or interest as stipulated above and such payment is
not made when due, or should any other default occur under any of the Loan Documents which is not cured within any applicable grace
or cure period therein, then an “Event of Default” shall exist hereunder, and in such event the indebtedness evidenced
hereby, including all sums advanced or accrued hereunder or under any other Loan Document, and all unpaid interest accrued thereon,
shall, at the option of Lender and without notice to Borrower, at once become due and, payable and may be collected forthwith,
whether or not there has been a prior demand for payment and regardless of the stipulated Maturity Date.


 


(b)In the event
that any payment is not received by Lender on or prior to the date when due, then in addition to any default interest payments
due hereunder, in order to defray Lender’s expenses in addressing and processing the delinquent payment and compensate Lender
from the loss of the use of such payment, Borrower shall also pay to Lender a late charge in an amount equal to the lesser of (i)
five percent (5.0%) of the amount of such overdue payment and (ii) the maximum late charge that can be collected from Borrower
under applicable law. Such amount shall be secured by the Loan Documents but shall not result in any extension of the Maturity
Date or a waiver of any other right or remedy available to Lender in connection with the Loan Documents.


 






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(c)So long as any
default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and
at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue
on the outstanding principal balance of this Note at a rate per annum equal to five percent (5.0%) plus the interest rate which
would be in effect hereunder absent such default or maturity, or if such increased rate of interest may not be collected under
applicable law, then at the maximum rate of interest, if any, which may be collected from Borrower under applicable law (the “Default
Interest Rate”), and such default interest shall be immediately due and payable. Such amounts shall be secured by the
Loan Documents but shall not result in any extension of the Maturity Date or a waiver of any other right or remedy available to
Lender in connection with the Loan Documents.


 


(d)Borrower acknowledges
that it would be extremely difficult or impracticable to determine Lender’s actual damages resulting from any late payment
or default, and the foregoing described late charges and default interest are reasonable estimates of those damages and do not
constitute a penalty. The remedies of Lender in this Note or in the other Loan Documents, or at law or in equity, shall be cumulative
and concurrent, and may be pursued singly, successively or together in Lender’s discretion. Time is of the essence with respect
to all matters concerning or relating to this Note. Borrower agrees to pay on demand all expenses and costs of enforcement, administration
and collection incurred or paid by Lender including, but not limited to, reasonable attorneys’ fees and disbursements of
Lender, whether or not with respect to retained firms, the reimbursement for the expenses of in-house staff, or otherwise and whether
or not any legal proceeding is commenced hereunder. The foregoing amounts shall be paid together with interest thereon at the Default
Interest Rate from the date paid or incurred by Lender until such expenses are paid by the Borrower.


 


1.5Exculpation.
Notwithstanding anything to the contrary contained in this Note, the liability of Borrower to pay the Debt and for the performance
of the other agreements, covenants and obligations contained herein and in the Security Instrument and the other Loan Documents
shall be limited as set forth in Article 13 of the Security Instrument.


 


1.6Delegation
to Servicer. At the option of Lender, the Loan may be serviced by a servicer or a trustee (together with their respective successors
and assigns, the “Servicer”) selected by Lender, and Lender may delegate all or any portion of its rights and
responsibilities under this Note and the other Loan Documents to the Servicer pursuant to a servicing agreement between Lender
and Servicer.


 


ARTICLE II


GENERAL CONDITIONS


 


2.1No Waiver;
Amendment. No failure to accelerate the debt evidenced hereby by reason of any default hereunder, acceptance of a partial or
past due payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement
of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Lender thereafter to insist
upon strict compliance with the terms of this Note; or (ii) to prevent the exercise of such right of acceleration or any other
right granted hereunder or by any applicable laws; and Borrower hereby expressly waives the benefit of any statute or rule of law
or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.
No extension of the time for the payment of this Note or any installment due hereunder made by agreement with any person or entity
now or hereafter liable for the payment of this Note, nor any release, in whole or in part, of any property or other collateral
given to secure the debt evidenced hereby, shall operate to release, discharge, modify, change or affect the original liability
of Borrower under this Note, either in whole or in part, unless Lender agrees otherwise in writing. This Note may not be changed
orally, but only by a definitive written agreement signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought. Moreover, Borrower agrees that it shall not rely on any other memoranda, written analysis, proposal or
conversation or action/inaction on the possibility that the Lender might ultimately agree to a waiver of any term or provision
of this Note or any other Loan Document. As negotiations may be lengthy and complex, and may not produce a definitive written agreement,
the Borrower should not forego any opportunities to repay the Note in reliance on any such negotiations or any proposed written
agreement that is not fully-executed.


 






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2.2Waivers.


 


(a)Presentment
for payment, demand, protest and notice of demand, protest and nonpayment, notice of intent to accelerate maturity, notice of acceleration
of maturity and all other notices are hereby waived by Borrower. Borrower hereby further waives and renounces, to the fullest extent
permitted by law, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshalling, forbearance,
valuation, stay, extension, redemption, appraisement, exemption and homestead now or hereafter provided by the Constitution and
laws of the United States of America and of each state thereof, both as to itself and in and to all of its property, real and personal,
against the enforcement and collection of the obligations evidenced by this Note or the other Loan Documents.


 


(b)Borrower hereby
waives and releases all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Note
or of the Security Instrument or -the other Loan Documents, as well as all benefits that might accrue to Borrower by virtue of
any present or future laws exempting any of the property covered by the Security Instrument or the other Loan Documents or any
other property, real or personal, or any part of the proceeds arising from any sale of such property, from attachment, levy or
sale under execution or providing for any stay of execution, exemption from civil process or extension of time for payment, as
well as the right of inquisition on any real estate that may be levied upon under a judgment obtained by virtue hereof, and Borrower
hereby voluntarily condemns the same and authorizes the entry of such voluntary condemnation on any writ of execution issued thereon,
and agrees that such real estate may be sold upon any such writ in whole or in part in any order desired by Lender.


 


2.3Limit of
Validity. The provisions of this Note and of all agreements between Borrower and Lender, whether now existing or hereafter
arising and whether written or oral, including, but not limited to, the Loan Documents, are hereby expressly limited so that in
no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of this Note or otherwise, shall
the amount paid, or agreed to be paid (“Interest”) to Lender for the use, forbearance, retention or detention
of the money loaned under this Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever,
performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender (including, without limitation,
any late charges or similar amounts) shall, at the time performance or fulfillment of such provision shall be due, exceed the limit
for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation
to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Lender shall ever receive
anything of value deemed Interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive Interest
shall be applied to the reduction of the principal balance owing under this Note in the inverse order of its maturity (whether
or not then due) or at the option of Lender be paid over to Borrower, in each case, without interest thereon, and not to the payment
of Interest. All Interest (including any amounts or payments deemed to be Interest), contracted for, charged, taken, reserved,
paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of this Note, including any extensions or renewals hereof, until payment in full of the principal balance
of this Note so that the Interest thereof for such full period will not exceed the maximum amount permitted by applicable law.
This Section 2.4 will control all agreements between Borrower and Lender.


 






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2.4Use of Funds.
Borrower hereby warrants, represents and covenants that no funds disbursed hereunder shall be used for personal, family or household
purposes and that amounts paid to Borrower hereunder shall be disbursed in accordance with the related sources and uses statement
prepared by Lender and executed by Borrower on the date hereof and that no other funds are required to be disbursed hereunder.
Borrower hereby acknowledges and confirms that its execution of such sources and uses statement constitutes its irrevocable and
unconditional consent and authorization to the disbursement and use of the loan proceeds as described therein.


 


2.5Unconditional
Payment. Borrower is and shall be obligated to pay principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction
and without any reduction for counterclaim or setoff. In the event that at any time any payment received by Lender hereunder shall
be deemed- by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy,
insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction
of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation
of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and
such payment shall be immediately due and payable upon demand.


 


2.6Further Assurances.
Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all documents, and take
all actions, reasonably required by Lender from time to time to confirm the rights created under this Note and the other Loan Documents,
to protect and further the validity, priority and enforceability of this Note and the other Loan Documents, to subject to the Loan
Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan
Documents, to correct any error in any of the Loan Documents or any error in the disbursement of any funds pursuant to the Loan
Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder; provided,
however, that no such further actions, assurances and confirmations shall alter the exculpation provisions of this Note
(or the other Loan Documents) or increase Borrower’s obligations under this Note. Further, and without limitation to the
generality of the foregoing provisions of this Section, upon notice from Lender to Borrower of the loss, theft, destruction or
mutilation of this Note and, upon receipt of reasonably satisfactory indemnity reasonably from Lender, Borrower will make and deliver
a new note of the tenor in lieu of this Note.


 


 






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2.7Submission
to Jurisdiction; Waiver of Jury Trial.


 


(a)BORROWER, TO
THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
(A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE WHERE THE PROPERTY IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON
ARISING FROM OR RELATING TO THIS NOTE; (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION SITTING IN EITHER THE CITY OR THE COUNTY WHERE THE PROPERTY IS LOCATED; (C) SUBMITS TO THE JURISDICTION,
OF SUCH COURTS; AND (D) AGREES THAT BORROWER WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM AND BORROWER FURTHER
CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED
OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE HEREOF, AND CONSENTS
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE
VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).


 


(b)BORROWER, TO
THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR
IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS,
MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY. OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.


 


2.8Miscellaneous.
This Note shall be interpreted, construed and enforced according to the laws of the State in which the Property is located and
the applicable laws of the United States of America. The terms and provisions hereof shall be binding upon and inure to the benefit
of Borrower and Lender and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns,
whether by voluntary action of the parties or by operation of law. To the extent any notice is provided hereunder or under any
other Loan Document and Borrower knows or has reason to believe that any of the foregoing entities are acting as or on behalf of
Lender hereunder, in addition to Lender, Borrower shall provide such notice to such entity. As used herein, the terms “Borrower”
and “Lender” shall be deemed to include their respective successors, successors-in-title and assigns, whether by voluntary
action of the parties or by operation of law. Subject to the limitations set forth in Section 1.5 above, if Borrower consists of
more than one person or entity, each shall be jointly and severally liable to perform the obligations of Borrower under this Note.
All personal pronouns used herein, whether used in the masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural and vice versa. Titles of articles and sections are for convenience only and in no way define,
limit, amplify or describe the scope or intent of any provisions hereof. Time is of the essence with respect to all provisions
of this Note, the Security Instrument and the other Loan Documents. This Note and the other Loan Documents contain the entire agreements
between the parties hereto relating to the subject matter hereof and thereof and all prior agreements relative hereto and thereto
which are not contained herein or therein are terminated.


 


 








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IN WITNESS WHEREOF,
the Borrower, intending to be legally bound hereby, has duly executed this Note to be effective as of the day and year first written
above.


 


BORROWER:


 


DT STONE RIDGE, LLC, a South Carolina limited
liability company


 


By: DT Columbia SC Management, LLC,a Delaware limited liability company, its Operating Member


 


By: DT Group Development, inc., its sole manager


 


By:________________________


James Markel, Secretary