PROMISSORY NOTE

Exhibit 1.5

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned (“Maker”) does hereby covenant and promise to pay to the order of Lake Avenue South East Real Estate, LLC, a Florida Limited Liability Company (“Lender”), at 1501 Lake Avenue SE., Largo, FL 33762, or at such other place as Lender may designate to Maker in writing from time to time, in legal tender of the United States, Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00) (the “Loan”), together with all accrued interest, which shall be due and payable upon the following terms and conditions:

For the first five (5) years of this Note, the interest rate on the outstanding principal of this Note shall be 4.24% per annum (the “Initial Interest Rate”).

From and after January 29, 2021 (the “Conversion Date”), the interest rate shall be at a new fixed rate to be agreed upon by Maker and Lender in writing. However the parties acknowledge that they are not obligated to agree on a new fixed interest rate, and in such event, the following shall apply. In the event that Maker and Lender cannot agree on a new fixed rate before the Conversion Date, then from and after the Conversion Date and for the remainder of the term of the Loan, the interest rate shall be the Prime Rate plus 1.0% per annum. For the purposes of this Note, the “Prime Rate” is that rate of interest calculated on a daily basis and announced or published from time to time as the “prime rate” in the Money Rates Column in the financial section of the Wall Street Journal (the “Journal”), which prime rate may vary from time to time, it being understood and agreed that the “Prime Rate” announced by or published by the Journal from time to time, does not necessarily mean or imply that such Prime Rate of interest is the lowest rate then available from Lender or other lenders or banks elsewhere. All changes of the Prime Rate shall be effective as of the date of change and shall accordingly increase or decrease the interest rate hereunder. In the event the Prime Rate is no longer published in the Journal, Lender shall have the right to select a comparable index to ascertain a new prime rate of interest from such other reasonable source as it deems necessary (the “Conversion Interest Rate”).

Interest shall be calculated at the rate of 1/360 of the annual rate of interest for each day that principal is outstanding (i.e., interest will accrue and be paid on the actual number of calendar days elapsed from the date of each advance based on a 360-day year). The term “Business Day” as used herein shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Tampa, Florida. Interest due for any partial month shall be prorated accordingly.

The principal and interest shall be payable in lawful money of the United States of America to Lender at the address set forth above, or at such other place as Lender hereof may designate in writing, as follows, based on a twenty (20) year amortization: (a) principal and interest on this Note shall be payable on the twenty-ninth (29th) day of the calendar month following the date hereof and on the same day of each calendar month thereafter for fifty-nine (59) consecutive months in equal monthly payments of $14,848.83; (b) after the Conversion Date, principal and interest payments shall be due as follows: consecutive monthly installments of principal and interest based on the Conversion Interest Rate shall be due and payable commencing on the Conversion Date, and on the 29th day of each successive month thereafter through and including January 29, 2036; and (c) the entire unpaid principal indebtedness evidenced by this Note, together with accrued and unpaid interest, shall be due and payable in full on January 29, 2036 (the “Maturity Date”). Notwithstanding the foregoing, the Lender shall have the option in its sole discretion to accelerate this Note and demand full and final payment of the outstanding principal and interest due under this Note on the tenth (10th) anniversary of the date of this Note upon providing sixty (60) days prior written notice of same to Maker. If Lender exercises such option, then the Maturity Date shall be January 29, 2026. In the event that payment is due on a month that has less than twenty nine (29) days, then payment shall be due on the last day of such month.

All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions, and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of Lender). No amount repaid on the Note may be reborrowed, and partial prepayments of the Note shall be applied to the several remaining installments thereof in the inverse order of maturity. Maker hereby irrevocably authorizes Lender to charge from time to time any of Maker’s deposit accounts with Lender for payment of any amounts then due and payable hereunder (whether for interest then due or otherwise); provided that Lender shall not be under any obligation to charge any such deposit account, and Lender shall incur no liability to Maker or any other person or entity for its failure to do so. Payments received by Lender shall be applied first to accrued interest then due and then to the principal balance of the outstanding Loan unless otherwise directed, provided that during the existence of any default all payments received shall be applied in such order and manner as Lender shall determine. If any payment from Maker under this Note becomes due on a Saturday, Sunday or a day which is a legal holiday for banks in the State of Florida, such payment shall be made on the next Business Day and any such extension shall be included in computing interest under this Note.

Upon providing Lender at least ten (10) days’ written notice, Maker may prepay this Note in whole or in part at any time by paying to the Lender with the amount prepaid a prepayment premium of three percent (3%) of the principal amount prepaid during the first thirty six (36) months of the Loan and two percent (2%) of the principal amount prepaid for the remaining twenty four (24) months of the Loan; provided, however, that the foregoing shall not limit Maker’s obligation to pay interest at the Default Rate (defined below) or to pay late charges as and to the extent required under the Loan Documents (defined below).

All principal and installments of interest if not paid when due shall bear interest (the “Default Rate”) from the date that said payments are due at a rate equal to the highest rate authorized by applicable law.

Maker shall pay a late charge equal to five percent (5%) of the amount of any payment that is not received by Lender on or before the ten (10th) day following the date on which the same is due, to compensate for Lender’s loss of use of funds and for the expense of handling the delinquency, which late charge must be received by Lender with the payment then due.

Should any default occur in any payment as stipulated in Section 2 above or should Maker default under any of the Loan Documents, then and in that event, the principal of this Note or any unpaid part thereof and all accrued interest thereon shall, in the sole discretion of Lender, at once become due and payable and may be collected forthwith without notice to the undersigned, regardless of the Maturity Date. However, Lender may, in the sole discretion of Lender, accept payments made by Maker after any default has occurred, without waiving any of Lender’s rights herein.

In the event that this Note is collected by law or through attorneys at law, or under advice therefrom (whether such attorneys are employees of the Lender or an affiliate of the Lender or are outside counsel), the Maker and any endorser, guarantor or other person primarily or secondarily liable for payment hereof hereby, severally and jointly agree to pay all costs of collection, including reasonable attorneys’ fees including charges for paralegals and others working under the direction or supervision of the Lender’s attorneys, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors’ proceedings or otherwise.

Nothing herein contained, nor any transaction related thereto, shall be construed or so operate as to require Maker or any person liable for the repayment of same, to pay interest in an amount or at a rate greater than the maximum allowed by applicable law. Should any interest or other charges paid by Maker, or any parties liable for the payment of the Loan made pursuant to this Note, result in the computation or earning of interest in excess of the maximum legal rate of interest permitted under the law in effect while said interest is being earned, then any and all of that excess shall be and is waived by Lender, and all that excess shall be automatically credited against and in reduction of the principal balance, and any portion of the excess that exceeds the principal balance shall be paid by Lender to Maker or any parties liable for the payment of the Loan made pursuant to this Note so that under no circumstances shall the Maker, or any parties liable for the payment of the Loan hereunder, be required to pay interest in excess of the maximum rate allowed by applicable law.

The laws of the State of Florida shall govern the interpretation and enforcement of this Note. In the event that legal action is instituted to collect any amounts due under, or to enforce any provision of, this instrument, Maker and any endorser, guarantor or other person primarily or secondarily liable for payment hereof consent to, and by execution hereof submit themselves to, the jurisdiction of the courts of the State of Florida, and, notwithstanding the place of residence of any of them or the place of execution of this instrument, such litigation may be brought in or transferred to a court of competent jurisdiction in or for Pinellas County, Florida.

Florida documentary stamp taxes and intangible taxes assessed on this Note have been paid in connection with the recording of the Mortgage.

Notwithstanding the foregoing, Maker agrees to indemnify and hold Lender harmless from and against any and all claims associated with nonpayment or underpayment of any documentary stamp tax or intangible personal property tax due and payable in connection with the execution and delivery of this Note, including any penalties and interest assessed thereon.

MAKER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS NOTE.

IN WITNESS WHEREOF, Maker has duly executed this Note effective as of January 28, 2016.

MAKER:

BT-TWISS TRANSPORT LLC, a Florida limited liability company

By:         /s/ Francis H. Taylor, III                       

Name: Francis H. Taylor, III

Title:    President

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