Exhibit 10.2


PROMISSORY NOTE


$11,650,000.00


July 31, 2014


Chicago, Illinois


FOR VALUE RECEIVED,
IREIT WEST BEND MAIN, L.L.C., a Delaware limited liability company (“Borrower”) hereby promises to pay
to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”) the lesser
of: (i) the principal sum of ELEVEN MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($11,650,000.00), or (ii) the aggregate principal amount of the Loan outstanding under and pursuant to the Loan Agreement
(as defined herein), and made available by the Lender to the Borrower in the amount or amounts stated on the records of the Lender,
plus interest from the date hereof on the unpaid principal balance outstanding from time to time computed on the basis of the actual
number of days elapsed in a year of three hundred sixty (360) days at such interest rates for the Loan as set forth in the Loan
Agreement (as defined herein), until the Maturity Date, whether by acceleration or otherwise.


In no event shall
the interest rate exceed the maximum rate allowed by law; any interest payment which would for any reason be deemed unlawful under
applicable law shall be applied to principal.


Interest will be
computed on the unpaid principal balance hereof from the date of disbursement of the proceeds of the Loan.


Until the Maturity
Date, Borrower will pay interest only on the unpaid principal balance of the Loan outstanding from time to time in such amounts,
at such interest rates and at such times as are specified in the Loan Agreement. All principal and accrued and unpaid interest
hereunder shall be due and payable on the Maturity Date. After the Maturity Date (including the earlier acceleration of the indebtedness
evidenced by this Note), or if said indebtedness has not been accelerated, during any period in which an Event of Default (as hereinafter
defined) exists under this Note or any of the Loan Documents, Borrower shall pay interest on the balance of principal remaining
unpaid during any such period at an annual rate equal to the Default Rate (as such term is defined in the Loan Agreement and incorporated
herein by this reference). The interest accruing under this paragraph shall be immediately due and payable by Borrower to the holder
of this Note and shall be additional indebtedness evidenced by this Note.




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In the event any
payment of interest or principal due hereunder is not made within ten (10) days following the date when such payment is due in
accordance with the terms hereof, then, in addition to the payment of the amount so due, Borrower shall pay to Lender a “late
charge” equal to five percent (5%) of the amount overdue in order to defray part of the cost of collection and handling such
late charge. The Borrower agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment
is extremely difficult and impractical to ascertain, and that the amount of five percent (5%) of the amount overdue is a reasonable
estimate of such damages, does not constitute interest, and is not a penalty. The final payment of the entire Debt due and payable
on the Maturity Date shall not be subject to the “late charge” provided for in this paragraph.


All payments of
principal and interest hereunder shall be paid in coin or currency which, at the time or times of payment, is the legal tender
for public and private debts in the United States of America and shall be made at such place as Lender or the legal holder or holders
of this Note may from time to time appoint, and in the absence of such appointment, then at the offices of Lender, One North Franklin
Street, Suite 2150, Chicago, Illinois 60606. Any payment submitted in funds not available until collected shall continue to bear
interest until collected. If payment hereunder becomes due and payable on a Saturday, Sunday or legal holiday under the laws of
the State of Illinois, the due date thereof shall be extended to the next succeeding business day and interest shall be payable
thereon at the then applicable interest rate during such extension.


The Borrower acknowledges
and agrees: (i) that this Note evidences a business loan for the purpose of financing a commercial enterprise carried on for the
purpose of investment or profit within the purview of Section 205/4, Chapter 815, of the Illinois Compiled Statutes and is not
subject to any usury law or limitation of the State of Illinois, and (ii) the obligation evidenced by this Note is an exempt transaction
under the Federal Truth-in-Lending Act, 15 U.S.C., Section 1601, et seq.


This Note is the
Note evidencing the Loan referred to in, and is issued pursuant to that certain Loan Agreement of even date herewith by and between
the Borrower and Lender (the “Loan Agreement”), and is entitled to the benefits of and subject to the provisions
of the Loan Agreement. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Note
upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof
upon the terms and conditions specified in the Loan Agreement as may be amended from time to time. All of the terms, covenants
and conditions of the Loan Agreement and the Loan Documents are hereby made a part of this Note and are deemed incorporated herein
in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed
to them in the Loan Agreement.


The payment of this
Note is secured by, among other things, the Mortgage, the other Loan Documents and any other agreements executed and delivered
in connection with this Note.




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Subject to: (i)
the terms of any applicable Interest Rate Agreement and any payments required thereunder, and (ii) the payment of any break funding
indemnification amounts owing to Lender pursuant to Section 1.7 of the Loan Agreement, the Borrower may voluntarily prepay the
principal balance of this Note, in whole or part, without penalty or premium, at any time on or after the date hereof. The Borrower
shall pay to the Lender all accrued and unpaid interest through the date of such prepayment on the principal balance prepaid. All
prepayments shall be applied to the installments of principal and interest due hereunder in the inverse order of maturity.


Upon the occurrence
of an Event of Default, any deposits or other sums at any time credited by or payable or due from Lender to Borrower, or any monies,
cash, cash equivalents, securities, instruments, documents or other assets of Borrower in the possession or control of Lender or
its bailee for any purpose, may be reduced to cash and applied by Lender to or set off by Lender against the amounts due hereunder.


The occurrence of
an Event of Default under Article VII of the Loan Agreement shall constitute an “Event of Default” under this Note.


Upon the occurrence
of an Event of Default, at Lender’s option, without notice by Lender to or demand by Lender of the Borrower: (i) the unpaid
principal balance and accrued interest on this Note shall be immediately due and payable; (ii) Lender may exercise any one or more
of the rights and remedies under the Loan Agreement or the Loan Documents or accruing to a secured party under the Uniform Commercial
Code of the relevant jurisdiction and any other applicable law upon default by a debtor. The rights, remedies and powers of the
holder hereof, as provided in this Note, the Loan Agreement and in all of the other Loan Documents are cumulative and concurrent,
and may be pursued singly, successively or together against Borrower, any guarantor, and any security given at any time to secure
the repayment hereof, all at the sole discretion of the holder hereof. If any suit or action is instituted or attorneys are employed
to collect this Note or any part thereof, the Borrower promises and agrees to pay all reasonable third party out-of-pocket costs
of collection, including reasonable attorneys’ fees and court costs.


The Borrower is
liable to the Lender for all reasonable third party out-of-pocket costs and expenses of every kind incurred in the making or collection
of this Note, including, without limitation, reasonable attorneys’ fees and court costs. These costs and expenses shall include,
without limitation, any costs or expenses incurred by the Lender in any bankruptcy, reorganization, insolvency or other similar
proceeding.




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Each endorser and
any other party liable on this Note severally waives demand, presentment, notice of dishonor and protest, and consents to any extension
or postponement of time of its payment without limit as to the number or period, to any substitution, exchange or release of all
or any part of the security for this Note, to the addition of any party, and to the release or discharge of, or suspension of any
rights and remedies against, any person who may be liable for the payment of this Note. No delay on the part of the Lender in the
exercise of any right or remedy shall operate as a waiver. No single or partial exercise by the Lender of any right or remedy shall
preclude any other future exercise of it or the exercise of any right or remedy. No waiver or indulgence by the Lender of any default
shall be effective unless in writing and signed by the Lender, nor shall a waiver on one occasion be construed as a bar to or waiver
of that right on any future occasion.


This Note shall
be binding on Borrower and Borrower’s successors, and shall inure to the benefit of the Lender and its successors and assigns.
The terms, “Borrower” and “Borrowers” as used herein shall mean all parties signing this Note, and each
one of them, and all such parties and their respective successors and assigns shall be jointly and severally obligated hereunder.
Any reference to the Lender shall include any holder of this Note. This Note is delivered in the State of Illinois and governed
by Illinois law. This Note and the Loan Documents embody the entire agreement between Borrower and the Lender regarding the terms
of the Loan evidenced by this Note and supersede all oral statements and prior writings relating to the Loan.


THE BORROWER
HEREBY AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY THE BORROWER AND/OR ANY GUARANTOR OF THE LOAN OR ANY AFFILIATE
THEREOF AGAINST LENDER (OTHER THAN COMPULSORY COUNTERCLAIMS PERMITTED HEREUNDER IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING
COMMENCED BY LENDER IN A JURISDICTION OUTSIDE OF ILLINOIS) ARISING OUT OF OR RELATING TO ANY OF THE LOAN, THIS NOTE OR ANY OF THE
OTHER LOAN DOCUMENTS OR RELATING TO THE PROPERTY SHALL ONLY BE INSTITUTED BY THE BORROWER OR ANY GUARANTOR OR ANY AFFILIATE THEREOF
IN COURTS OF THE STATE OF ILLINOIS LOCATED IN THE CITY OF CHICAGO, COUNTY OF COOK, STATE OF ILLINOIS OR THE UNITED STATES DISTRICT
COURT LOCATED IN THE CITY OF CHICAGO, ILLINOIS. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT TO BRING ANY LEGAL OR EQUITABLE SUIT, ACTION OR PROCEEDING AGAINST LENDER ARISING OUT OF OR RELATING TO THE LOAN,
THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR RELATING TO THE PROPERTY IN ANY OTHER COURT OTHER THAN COURTS OF THE STATE OF ILLINOIS
LOCATED IN THE CITY OF CHICAGO, ILLINOIS OR THE UNITED STATES DISTRICT COURT LOCATED IN THE CITY OF CHICAGO, ILLINOIS.




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WITH RESPECT
TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE BORROWER (I) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND THE UNITED STATES DISTRICT COURT LOCATED IN THE CITY OF CHICAGO, ILLINOIS,
(II) AGREES THAT ALL SUCH CLAIMS OR ACTIONS MAY BE HEARD AND DETERMINED IN SUCH COURTS OF THE STATE OF ILLINOIS OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT AND (III) IRREVOCABLY WAIVES ANY (A) OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH
COURT AND (B) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. NOTHING IN THIS NOTE WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY
OTHER JURISDICTION.


THE BORROWER
WILL MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN ILLINOIS AND GIVE PROMPT NOTICE TO LENDER OF THE NAME AND ADDRESS OF ANY NEW AGENT
APPOINTED BY IT. THE BORROWER FURTHER AGREES THAT THE FAILURE OF ITS AGENT FOR SERVICE OF PROCESS TO GIVE THEM NOTICE OF ANY SERVICE
OF PROCESS WILL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. 


THE BORROWER
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY FOR ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS NOTE
OR THE LOAN DOCUMENTS OR (B) IN ANY WAY RELATING TO THE LOAN, THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.


In the event one
or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect
by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this
Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or
therein




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Lender shall in
no event be construed for any purpose to be a partner, joint venturer, agent or associate of the Borrower or any beneficiary thereof
or of any lessee, operator, concessionaire or licensee of the Borrower or any beneficiary thereof in the conduct of their respective
businesses, and by the execution of this Note, the Borrower agrees to indemnify, defend, and hold Lender harmless from and against
any and all damages, costs, expenses and liability that may be incurred by Lender as a result of a claim that Lender is such partner,
joint venturer, agent or associate.


 


 


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IN WITNESS WHEREOF,
Borrower has executed this Promissory Note as of the day and year first written above.


 


	 	
        IREIT WEST BEND MAIN,
        L.L.C.,

        a Delaware limited liability
        company

	 	 	 
	 	By:	
        INLAND REAL ESTATE INCOME
        TRUST, INC.,

        a Maryland corporation

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


 


 




 


 


 


 


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