Exhibit 10.4


ASSIGNMENT AND ASSUMPTION OF
LEASES


This ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment")
is made and entered into as of the 3rd day of May, 2017, by and between VHTC LOT 10 LLC, an Illinois limited liability
company (“Assignor”), and IRESI VERNON HILLS COMMONS, L.L.C., a Delaware limited liability company (“Assignee”).


R E C I T A L S:


A.       Assignor
and Assignee (via an assignment from Inland Real Estate Acquisitions, Inc., an Illinois corporation) entered into that certain
Agreement of Sale and Purchase, with an Effective Date of February 9, 2017 (as amended, the “Agreement”), with
respect to the sale of the “Property” described therein.


B.       Assignor
desires to assign and transfer to Assignee all of Assignor's right, title and interest in and to the Leases, as defined in the
Agreement, and Assignee desires to accept such assignment and to assume and perform all of Assignor's covenants and obligations
in and under the Leases from and after the date hereof.


NOW, THEREFORE, in consideration of
the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:


1.       Assignor
hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Leases as described in the rent
roll set forth on attached and incorporated Exhibit A.


2.       Assignee
hereby accepts the above assignment and expressly assumes and covenants to keep, perform, fulfill and discharge all of the terms,
covenants, conditions and obligations required to be kept, performed, fulfilled and discharged by Assignor under the Leases from
and after the date hereof.


3.       Assignor
shall indemnify, defend and hold harmless Assignee from and against any and all obligations, claims, damages, losses, costs or
expenses, including, without limitation, reasonable attorneys’ fees and court costs, arising in connection with any failure
by Assignor to fulfill Assignor’s obligations under the Leases or other liability under the Leases accruing prior to the
date hereof; provided that the forgoing indemnity shall be limited to the same extent as the limitations set forth in Section 5.4
of the Agreement (including without limitation, the Cap and Survival Period). Assignee shall indemnify, defend and hold harmless
Assignor from and against any and all obligations, claims, damages, losses, costs or expenses, including, without limitation, reasonable
attorneys’ fees and court costs, arising in connection with any failure by Assignee to fulfill Assignee’s obligations
under the Leases or other liability under the Leases accruing on or after the date hereof.


4.       This
Assignment shall be governed by and construed in accordance with the laws of the State of Illinois (without reference to choice
of laws principles thereof).


5.       This
Assignment may be executed in one or more counterparts. All such counterparts, when taken together, shall comprise the fully executed
Assignment. This Assignment may also be executed by delivery by facsimile or electronic mail of an executed counterpart of this
Assignment. The parties hereto agree that the signature of any party transmitted by facsimile with confirmation of transmission
or by electronic mail shall have binding effect as though such signature were delivered as an original.


REMAINDER OF PAGE IS INTENTIONALLY LEFT
BLANK-SIGNATURE PAGE FOLLOWS


 


Page
1




    	 



    	 



    

IN
WITNESS WHEREOF, Assignor and Assignee have duly executed this ASSIGNMENT AND ASSUMPTION OF LEASES as of the day and year first
above written.


 


	 	ASSIGNOR:
	 	 	 	 	 	 	 	 
	 	
        VHTC LOT 10 LLC,

        an Illinois limited liability
        company

	 	 	 	 	 	 	 	 
	 	By:	
        Taxman Manager LLC,

        an Illinois limited liability
        company, its Manager

	 	 	 	 	 	 	 	 
	 	 	By:	/s/ Seymour Taxman
	 	 	 	Seymour Taxman, Manager
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	ASSIGNEE:
	 	 	 	 	 	 	 	 
	 	
        IRESI VERNON HILLS COMMONS,
        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:	
        Chief Accounting Officer,

        Treasurer and Vice President





 


Page 2




    	 



    	 



    

EXHIBIT A


Rent Roll


See Attached