Exhibit 10.2


 





PROMISSORY NOTE


 


	$1,750,000.00	July 28, 2015


 


For value received,
PALMER-MAPLETREE LLC, a Delaware limited liability company, having an address at 1430 Broadway, Suite 503, New York, New York 10018
(“Borrower”), promises to pay to the order of NATIXIS
REAL ESTATE CAPITAL LLC, a Delaware limited liability company, at its principal place of business at 1251 Avenue of the
Americas, New York, New York 10020 (together with its successors and assigns “Lender”), or at such place
as the holder hereof may from time to time designate in writing, the principal sum of One Million Seven Hundred Fifty Thousand
and No/100 Dollars ($1,750,000.00), in lawful money of the United States of America, with interest on the unpaid principal balance
from time to time outstanding to be computed in the manner, at the times and, subject to the provisions of Section 2.2.2
of the Loan Agreement (as hereinafter defined), at the Interest Rate provided in that certain Loan Agreement (as amended, modified,
restated, consolidated, replaced or supplemented from time to time, the “Loan Agreement”) dated as of
the date hereof between Borrower and Lender. Capitalized terms used but not defined herein shall have the respective meanings given
such terms in the Loan Agreement.


 


1.Payment
Terms. Borrower shall pay the Monthly Debt Service Payment Amount to Lender in the manner and at the times specified in
Article 2 of the Loan Agreement, which payments shall be applied in the order of priority set forth in said Article 2.
Borrower shall also pay to Lender interest at the Default Rate, Late Payment Charges, the Yield Maintenance Premium, if any, and
all other amounts due and payable as and when provided for in the Loan Agreement. The balance of the Principal, together with all
accrued and unpaid interest thereon, and all other amounts payable to Lender hereunder, under the Loan Agreement and under the
other Loan Documents shall be due and payable on the Maturity Date.


 


2.Loan Documents.
This Promissory Note (this “Note”) is evidence of that certain loan made by Lender to Borrower contemporaneously
herewith and is executed pursuant to the terms and conditions of the Loan Agreement. This Note is secured by and entitled to the
benefits of, among other things, the Security Instrument and the other Loan Documents. Reference is made to the Loan Documents
for a description of the nature and extent of the security afforded thereby, the rights of the holder hereof in respect of such
security, the terms and conditions upon which this Note is secured and the rights and duties of the holder of this Note. All of
the agreements, conditions, covenants, provisions and stipulations contained in the Loan Agreement and the other Loan Documents
are by this reference hereby made part of this Note to the same extent and with the same force and effect as if they were fully
set forth in this Note, and Borrower covenants and agrees to keep and perform the same, or cause the same to be kept and performed,
in accordance with their terms.


 


3.Loan Acceleration;
Prepayment. The Debt shall, without notice, become immediately due and payable at the option of Lender upon the happening
of any Event of Default and the continuance thereof. This Note may not be prepaid except as otherwise expressly provided in, and
subject to the terms and conditions, of the Loan Agreement.


 


4.Revival.
To the extent that Borrower makes a payment or Lender receives any payment or proceeds for Borrower’s benefit, which are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver, custodian or any other party under the Bankruptcy Code or any other bankruptcy law, common law or equitable
cause, then, to such extent, the obligations of Borrower hereunder intended to be satisfied shall be revived and continue as if
such payment or proceeds had not been received by Lender.


 



    	 



    	 



    

 





5.Amendments.
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is sought. Whenever used, the singular number shall
include the plural, the plural the singular, and the words “Lender” and “Borrower” shall include their
respective successors, assigns, heirs, executors and administrators. If Borrower consists of more than one person or party, the
obligations and liabilities of each such person or party shall be joint and several.


 


6.Waiver.
Except as expressly provided otherwise in the Loan Documents, Borrower and all others who may become liable for the payment of
all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, protest, notice of
protest, notice of nonpayment, notice of intent to accelerate the maturity hereof and of acceleration. No release of any security
for the Debt or any Person liable for payment of the Debt, no extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of the Loan Documents made by agreement between Lender and any other person
or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any
other Person or party who may become liable under the Loan Documents, for the payment of all or any part of the Debt.


 


7.Exculpation.
It is expressly agreed that recourse against Borrower for failure to perform and observe its obligations contained in this Note
shall be limited as and to the extent provided in Section 10.1 of the Loan Agreement.


 


8.Notices.
All notices or other communications required or permitted to be given pursuant hereto shall be given in the manner specified in
the Loan Agreement directed to the parties at their respective addresses as provided therein.


 


9.Governing
Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED
AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, WHICH LAWS OF THE UNITED STATES OF AMERICA SHALL, TO THE EXTENT THE SAME
PREEMPT SUCH STATE LAWS, GOVERN AND BE CONTROLLING.


 


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IN WITNESS WHEREOF,
Borrower has executed this Note as of the date first written above.


 





	 	BORROWER:
	 	 	 
	 	PALMER-MAPLETREE LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By: 	/s/ Alexander Ludwig
	 	Name:	Alexander
Ludwig
	 	Title:	Manager



 


 


 





Signature Page to Promissory Note