Exhibit 10.2


First Amended and Restated

SECURED PROMISSORY NOTE


	$27,450,000.00	September 30, 2016







1.       FOR
VALUE RECEIVED, IRESI Frederick Market Square, L.L.C., a Delaware limited liability company (“Borrower”), hereby
promises to pay, to the order of PARKWAY BANK AND TRUST COMPANY, an Illinois banking corporation (“Lender”),
having a principal place of business and post office address at 4800 N. Harlem Avenue, Harwood Heights, IL 60706, or at such other
place as Lender may designate, the principal sum of TWENTY-SEVEN mILLION FOUR hundred fifty
Thousand and 00/100 Dollars ($27,450,000.00) (the “Loan Amount”) or so much thereof as shall from time
to time have been advanced, together with interest on the unpaid balance of said sum from September 30, 2016 (the “Closing
Date”), at the fixed rate of three and 64/100ths percent (3.64%) per annum (the “Interest Rate”).
Any amount payable hereunder which is not paid when due shall, at Lender’s election, bear interest at a rate equal to the
Interest Rate plus three percent (3%) per annum (the “Default Rate”).


 


This
First Amended and Restated Secured Promissory Note (this “First Amended Note”) is
issued, in part, in exchange and replacement for, and evidences the same indebtedness incurred to the date hereof under that certain
Secured Promissory First Amended Note dated as of September 30, 2015 from Borrower
to Lender in the original principal amount of Forty-five mILLION seven hundred fifty
Thousand and 00/100 Dollars ($45,750,000.00) (the “Initial Note”). The
indebtedness evidenced by the Initial Note is continuing indebtedness, and nothing in this Note shall be deemed to constitute a
payment, settlement, or novation of the Initial Note, or the release of, or otherwise adversely affect, any lien, mortgage, or
security interest securing such indebtedness or any rights of Lender against the undersigned, or any Guarantor of the Initial Note
or this Note. All of the obligations of Borrower shall, from and after execution and delivery of this First Amended Note
by Borrower, continue in full force and effect as set forth herein. Any interest accrued
and unpaid on such Initial Note as of the date hereof will be included in the next monthly payment due hereunder, and any interest
adjustment payments or credits accrued on such Initial Note as of the date hereof will be included in calculation of the next interest
adjustment payment or credit due hereunder.




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2       Interest
on this First Amended Note shall be calculated in arrears on the basis of a 360-day year and the actual number of days elapsed
in any portion of a month in which interest is due. Beginning on October 30, 2016, and continuing on the last day of each successive
month thereafter until the Maturity Date (as defined below), Borrower shall pay to Lender consecutive monthly payments of interest
only through September 30, 2021 and thereafter shall make consecutive monthly payments of principal based on a 30-year amortization
schedule, together with interest accrued at the Interest Rate. All outstanding principal of and accrued and unpaid interest to
and including the date of payment and other Indebtedness shall be due and payable in full on September 30, 2023, or such earlier
date resulting from the acceleration of the Indebtedness by Lender (“Maturity Date”). All principal and interest
shall be paid without setoff, counterclaim, or deduction of any kind, in lawful money of the United States of America by automated
clearinghouse transfer through such bank or financial institution as shall be approved in writing by Lender, shall be made to an
account designated by Lender, and shall be initiated by Lender or shall be made in such other manner as Lender may direct from
time to time. Any other monthly deposits or payments Borrower is required to make to Lender under the terms of the Loan Documents
(as defined in the Loan Agreement defined below) shall be made by the same payment method and on the same date as the installments
of interest due under this First Amended Note. This First Amended Note is the Note referred to in that certain Loan Agreement of
even date herewith (as amended form time to time the “Loan Agreement”), by and between Lender and Borrower.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.


3.       Borrower
may prepay the principal of this First Amended Note in whole or part prior to the Maturity Date without premium or penalty in accordance
with the provisions of the Loan Agreement. Time is of the essence with respect to the payment of this First Amended Note.


4.       If
any payment of principal, interest, or other Indebtedness is not made when due, damages will be incurred by Lender, including additional
expense in handling overdue payments, the amount of which is difficult and impractical to ascertain. Borrower therefore agrees
to pay, upon demand, to the extent permitted by law, the sum of five cents ($.05) for each one dollar ($1.00) of each said payment
that becomes overdue (“Late Charge”) as a reasonable estimate of the amount of said damages, subject, however,
to the limitations contained in Paragraph 5 hereof, and provided that no late charge shall be assessed for any payment due on or
after the Maturity Date.


Further, notwithstanding
the hereinabove or anything in the Loan Documents to the contrary, no Late Charge shall be incurred by or assessed against Borrower
with respect to amounts as to which interest at the Default Rate accrues.




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5.       If
any Event of Default has occurred and is continuing under the Loan Documents, the entire principal balance of the Loan, interest
then accrued, and all other Indebtedness whether or not otherwise then due, shall, at Lender’s option, become immediately
due and payable without demand or notice, and whether or not Lender has exercised said option, interest shall accrue on the entire
principal balance, interest then accrued, and any other Indebtedness then due, at a rate equal to the Default Rate until fully
paid. Notwithstanding the foregoing, in the case of any Event of Default specified in Section 4.1(B) of the Loan Agreement
with respect to the Borrower or any guarantor, including the Guarantor, without any notice to Borrower or any other act by Lender,
the entire principal balance of the Loan, interest then accrued, and all other Indebtedness whether or not otherwise then due,
shall become immediately and automatically due and payable without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by Borrower, and Borrower will pay the same.


6.       Borrower
agrees that Lender has all rights of set-off and bankers’ lien provided by applicable law, and, in addition thereto, Borrower
agrees that at any time any Event of Default exists, Lender may apply to the payment of any obligations of Borrower, whether or
not then due, any and all balances, credits, deposits, accounts or moneys of Borrower then or thereafter with Lender.


7.       Notwithstanding
anything herein or in any of the other Loan Documents to the contrary, no provision contained herein or therein that purports to
obligate Borrower to pay any amount of interest or any fees, costs or expenses that are in excess of the maximum permitted by applicable
law shall be effective to the extent it calls for the payment of any interest or other amount in excess of such maximum. All agreements
between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby limited so that
in no contingency, whether by reason of demand for payment or acceleration of the maturity hereof or otherwise, shall the interest
contracted for, charged or received by Lender exceed the maximum amount permissible under applicable law. If, from any circumstance
whatsoever, interest would otherwise be payable to Lender in excess of the maximum lawful amount, the interest payable to Lender
shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance 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,
at Lender’s option, be refunded to Borrower or be applied to the reduction of the principal hereof, and not to the payment
of interest or, if such excessive interest exceeds the unpaid balance of principal hereof such excess shall be refunded to Borrower.
This paragraph shall control all agreements between Borrower and Lender.




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8.       Borrower
and any endorsers or guarantors waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment, and
agree the Maturity Date of this First Amended Note or any installment may be extended without affecting any liability hereunder,
and further promise to pay all reasonable costs and expenses, including but not limited to, reasonable attorney’s and paralegal’s
fees incurred by Lender in connection with any default or in any proceeding (whether incurred in any trial, appellate, bankruptcy,
condemnation or any other proceeding) to interpret and/or enforce any provision of the Loan Documents. No release of Borrower from
liability hereunder shall release any other maker, endorser or guarantor hereof.


9.       This
First Amended Note is secured by the Loan Documents, including, without limitation, the instruments described on Schedule I attached
to and made a part of this First Amended Note. In no event shall such documents be construed inconsistently with the terms of this
First Amended Note, and in the event of any discrepancy between any such documents and this First Amended Note, the terms of this
First Amended Note shall govern. The proceeds of this First Amended Note are to be used for business, commercial, investment or
other similar purposes, and no portion thereof will be used for any personal, family, or household use. This First Amended Note
shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law
principles.


10.       Except
as permitted pursuant to the Deed of Trust described in Schedule I, and as permitted by the Loan Agreement, any sale, conveyance
or transfer of any right, title or interest in the Premises or any portion thereof, or any other violation of any provisions of
the Loan Agreement or the Deed of Trust with respect to any transfers of the Premises without the prior written consent of Lender,
shall, at the option of Lender, constitute an Event of Default hereunder and upon any such Event of Default Lender may declare
the entire indebtedness evidenced by this First Amended Note to be immediately due and payable and foreclose the Deed of Trust
securing this First Amended Note immediately or at any time after such Event of Default occurs. The acceptance of any payment due
hereunder after any sale, transfer or assignment shall not be deemed as the consent of Lender to a sale, transfer or assignment.


11.       If
this First Amended Note is executed by more than one party, all references herein to Borrower shall be deemed to each such party,
individually and collectively, and the obligations and liabilities of each Borrower under this First Amended Note shall be joint
and several and shall be binding upon and enforceable against each Borrower and their respective successors and assigns. This First
Amended Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.


12.       This
First Amended Note may not be changed or terminated orally, but only by an agreement in writing and signed by both the Borrower
and the Lender. All of the rights, privileges, and obligations hereunder shall inure to the benefit of Lender’s successors,
and assigns and shall bind Borrower’s permitted successors and assigns.




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13.       TO
INDUCE LENDER TO ACCEPT THIS FIRST AMENDED NOTE, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE
ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS FIRST AMENDED NOTE WILL BE LITIGATED IN COURTS
HAVING SITUS IN CHICAGO, ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN CHICAGO,
ILLINOIS, WAIVES PERSONAL SERVICE OF PROCESS UPON BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED
MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED IN THE DEED OF TRUST AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT.


14.       The
parties hereto intend and believe that each provision of this First Amended Note comports with all applicable law. However, if
any provision in this First Amended Note is found by a court of law to be in violation of any applicable law, and if such court
should declare such provision of this First Amended Note to be unlawful, void or unenforceable as written, then it is the intent
of all parties hereto that such provision shall be given full force and effect to the fullest possible extent that it is legal,
valid and enforceable, that the remainder of this First Amended Note shall be construed as if such unlawful, void or unenforceable
provision were not contained herein, and that the rights, obligations and interests of Borrower and Lender under the remainder
of this First Amended Note shall continue in full force and effect.


15.       Borrower
hereby waives and renounces for itself, its legal representatives, and its successors and assigns, all rights to the benefits of
any appraisement, exemption and homestead now provided or that may hereafter be provided by the Constitution and laws of the United
States of America and of any state thereof to and in all its property, real and personal, against the enforcement and collection
of the obligations evidenced by this First Amended Note.


16.       Borrower
hereby transfers, conveys and assigns to Lender a sufficient amount of such homestead or exemption as may be set apart in bankruptcy,
to pay this First Amended Note in full, with all costs of collection, and does hereby direct any trustee in bankruptcy having possession
of such homestead or exemption to deliver to Lender a sufficient amount of property or money set apart as exempt to pay the Indebtedness
evidenced hereby, or any renewal thereof, and does hereby appoint Lender the attorney-in-fact for Borrower to claim any and all
such homestead or exemptions allowed by law.




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17.       AFTER
CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS FIRST AMENDED NOTE
OR ANY OTHER INSTRUMENT OR AGREEMENT BY WHICH THIS FIRST AMENDED NOTE IS, OR MAY HEREAFTER BE, SECURED, OR OUT OF ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF BORROWER OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT
TO LENDER'S ACCEPTANCE OF THIS FIRST AMENDED NOTE.


18.       Lender
may at any time assign its rights in this First Amended Note and the Loan Documents, or any part thereof and transfer its rights
in any or all of the Collateral, and Lender thereafter shall be relieved from all liability with respect to such Collateral. In
addition, Lender may at any time sell one or more participations in the First Amended Note. Lender may at any time pledge or assign
a security interest in all or any portion of its rights under this First Amended Note to secure obligations of Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security
interest shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a
party hereto. Except as otherwise permitted in the Loan Documents, Borrower may not assign its interest in this First Amended Note,
or any other agreement with Lender or any portion thereof, either voluntarily or by operation of law, without the prior written
consent of Lender.


19.       The
Loan is a business loan which comes within the purview of Section 205/4, paragraph (1)(c) of Chapter 815 of the Illinois Compiled
Statutes, as amended. Borrower agrees that the Loan evidenced by this First Amended Note is an exempted transaction under the Truth
In Lending Act, 15 U.S.C., §1601, et seq.


20.       Lender
hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law
October 26, 2001) (the “Act”), and Lender’s policies and practices, Lender is required to obtain, verify
and record certain information and documentation that identifies Borrower, which information includes the name and address of Borrower
and such other information that will allow Lender to identify Borrower in accordance with the Act. In addition, Borrower shall
(a) ensure that no person who owns a controlling interest in or otherwise controls Borrower or any subsidiary of Borrower is or
shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of
Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not
use or permit the use of the proceeds of the Loan to violate any of the foreign asset control regulations of OFAC or any enabling
statute or Executive Order relating thereto, and (c) comply, and cause any of its subsidiaries to comply, with all applicable Bank
Secrecy Act (“BSA”) laws and regulations, as amended.


[Remainder
of page intentionally blank; signatures follow]




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IN
WITNESS WHEREOF, Borrower has caused this First Amended and Restated Secured Promissory Note to be duly executed and delivered
to Lender as of the date first set forth above.


	 	IRESI Frederick Market Square,
    L.L.C., 

    a Delaware limited liability company
	 	 	 	 
	 	By:	Inland
                    Residential Operating Partnership,

        L.P.,
        a Delaware limited partnership,

        its
        sole member

	 	 	 	 
	 	 	By:	Inland
        Residential Properties Trust,

        Inc.,
        a Maryland corporation,

        its
        general partner

	 	 	 	 
	 	 	By:	/s/
    David Z. Lichterman
	 	 	Name:	David
    Z. Lichterman
	 	 	Its:	Vice
                                         President, Treasurer and

        Chief
        Accounting Officer



 


 




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SCHEDULE I


A.       DEED OF TRUST:


Purchase Money Deed of Trust, Security
Agreement, Assignment of Leases and Rents and Fixture Filing dated as of September 30, 2015 executed by Borrower to and for the
benefit of Bank and recorded with the Frederick County, Maryland Recorder’s Office on October 6, 2015 in Book 10795, Page
0060, encumbering certain real estate located at 300 Cormorant Place, Frederick, Maryland.


 


		B.	ASSIGNMENTS OF LEASES AND RENTS:



Assignment of Leases and Rents dated
as of September 30, 2015, executed by Borrower to Lender and recorded with the Frederick County, Maryland Recorder’s Office
on October 6, 2015 in Book 10795, Page 0094, encumbering certain real estate located at 300 Cormorant Place, Frederick, Maryland.


 


C.       SECURITY AGREEMENT:


 


Security Agreement dated as of September
30, 2015, executed by Borrower.


 


D.       GUARANTY:


 


Guaranty executed by INLAND RESIDENTIAL
PROPERTIES TRUST, INC., a Maryland corporation.