Exhibit
10.19


GUARANTY AGREEMENT


THIS GUARANTY
AGREEMENT (this “Guaranty”) is executed as of December 28, 2012, by INLAND
REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“IREIC”), and INLAND
REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“IREIT”), each having an address at 2901
Butterfield Road, Oak Brook, Illinois 60523 (individually and collectively, as the context may require, “Guarantor”),
for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United
States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).


W I T N E S S E T H:


WHEREAS,
pursuant to that certain Promissory Note, dated of even date herewith, executed by the entities set forth on Schedule A
attached hereto (each an “Individual Borrower” and collectively, “Borrower”), and payable
to the order of Lender in the original principal amount of FOUR MILLION ONE HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($4,140,000.00)
(as the same may hereafter be amended, restated, renewed, supplemented, replaced, extended or otherwise modified from time to time,
the “Note”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect
to a loan (“Loan”) made pursuant to that certain Loan Agreement, of even date herewith, between Borrower and
Lender (as the same may hereinafter be amended, modified, restated, renewed or replaced, the “Loan Agreement”);


WHEREAS,
the Loan is secured by, among other things, the lien and security interest of those certain mortgages, deeds to secured debt and/or
deeds of trust, each dated as of the date hereof, given by Borrower to or for the benefit of Lender and encumbering the Property
(such mortgages, deeds to secure debt and deeds of trust, as the same may hereafter be amended, restated, renewed, supplemented,
replaced, extended or otherwise modified from time to time, each, a “Mortgage” and collectively, the “Mortgages”),
and is further evidenced, secured or governed by such other instruments and documents executed in connection with the Loan (together
with the Note, the Loan Agreement and the Mortgages are hereinafter collectively referred to as the “Loan Documents”);


WHEREAS,
Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment
and performance to Lender of the Guaranteed Obligations (as herein defined);


WHEREAS,
IREIC is an affiliate of Borrower, and IREIC will benefit from Lender’s making the Loan to Borrower; and


WHEREAS,
IREIT is the owner of a direct or indirect interest in Borrower, and IREIT will directly benefit from Lender’s making the
Loan to Borrower.



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NOW, THEREFORE,
as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time to time agree
to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:


ARTICLE
1

NATURE AND SCOPE OF GUARANTY


1.1             
Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its
successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable,
whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants
and agrees that it is liable for the Guaranteed Obligations as a primary obligor.


1.2             
Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations”
means all obligations and liabilities of Borrower pursuant to Section 9.3 of the Loan Agreement.


1.3             
Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance
and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect
to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural
person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s
legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or
reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty
may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of
all or part of the Note.


1.4             
Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations
of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset,
claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such
offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations)
or otherwise.


1.5             
Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when
due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment,
protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the
maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed
Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or
after the time



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for payment of all or part of the Guaranteed Obligations, and may
be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made,
given and received in accordance with the notice provisions hereof.


 


1.6             
No Duty To Pursue Others. It shall not be necessary for Lender (and Guarantor hereby waives any rights
which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (i) institute
suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (ii)
enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s
rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations
in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall
ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations.
To the extent permitted by applicable law, Lender shall not be required to mitigate damages or take any other action to reduce,
collect or enforce the Guaranteed Obligations.


1.7             
Waivers. Guarantor agrees to the provisions of the Loan Documents, and to the extent permitted by applicable
law, hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any
amendment or extension of the Note, the Mortgages, the Loan Agreement or of any other Loan Documents, (iv) the execution and delivery
by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes
or other documents arising under the Loan Documents or in connection with any Individual Property, (v) the occurrence of any breach
by Borrower or an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof,
(vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations,
(viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender, and,
generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements
evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.


1.8             
Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions
of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs
and attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder.
The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.


1.9             
Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership
or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part
thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge
from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force
and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged
except by Guarantor’s performance of such obligations and then only to the extent of such performance.



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1.10         
Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained
in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now
or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to
the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from
Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under
or in connection with this Guaranty or otherwise.


1.11         
Borrower. The term “Individual Borrower” or “Borrower” as used herein
shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint
venture, trust, statutory trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer,
devise, gift or bequest of Borrower or any Individual Borrower or any interest in Borrower or any Individual Borrower.


ARTICLE
2

EVENTS AND CIRCUMSTANCES NOT REDUCING OR

DISCHARGING GUARANTOR’S OBLIGATIONS


Guarantor hereby
consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or
other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection
with any of the following:


2.1             
Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any
part of the Guaranteed Obligations, the Note, the Mortgages, the Loan Agreement, the other Loan Documents, or any other document,
instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations
or any failure of Lender to notify Guarantor of any such action.


2.2             
Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender
to Borrower or any Guarantor.


2.3             
Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition,
liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment
of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any
or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor;
or any reorganization of Borrower or Guarantor.



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2.4             
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part
of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason
whatsoever, including without limitation the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the amount
permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or
representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed
Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) Borrower has
valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or
partially uncollectible from Borrower, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution,
delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection
with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable,
or (vii) the Note, the Mortgages, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular
or not genuine or authentic, it being agreed that Guarantor shall, to the extent permitted by applicable law, remain liable hereon
regardless of whether Borrower or any other person be found not liable on the Guaranteed Obligations or any part thereof for any
reason.


2.5             
Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations,
or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part
thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations
in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the
basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed
Obligations, or that Lender will look to other parties to pay or perform the Guaranteed Obligations.


2.6             
Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance
of payment, for all or any part of the Guaranteed Obligations.


2.7             
Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or
impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property
or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.



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2.8             
Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care
in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property
or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any
action for the collection of any of the Guaranteed Obligations or (ii) to foreclose, or initiate any action to foreclose, or, once
commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action
in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.


2.9             
Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended
to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be
properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being
recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the
benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.


2.10         
Offset. The Note, the Loan Agreement, the Guaranteed Obligations and the liabilities and obligations of
the Guarantor to Lender hereunder shall not be reduced, discharged or released because of or by reason of any existing or future
right of offset, claim or defense of Borrower against Lender, or any other party, or against payment of the Guaranteed Obligations,
whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating
the Guaranteed Obligations) or otherwise.


2.11         
Merger. The reorganization, merger or consolidation of Borrower into or with any other Person.


2.12         
Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws,
or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.


2.13         
Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan
Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices
Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof,
it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations
when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated,
and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and
final payment and satisfaction of the Guaranteed Obligations.



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ARTICLE
3

REPRESENTATIONS AND WARRANTIES


To induce Lender
to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:


3.1             
Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower,
and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.


3.2             
Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records
regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created
as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition
or the collateral as an inducement to enter into this Guaranty.


3.3             
No Representation By Lender. Neither Lender nor any other party has made any representation, warranty
or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.


3.4             
Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty
and the contingent obligation evidenced hereby, Guarantor is solvent, and has assets which, fairly valued, exceed its obligations,
liabilities (including contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations
and liabilities.


3.5             
Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of
the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever
to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute
a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement
or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding
obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws
of general application relating to the enforcement of creditors’ rights.


3.6             
Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental
Authority or other agency now pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor which actions,
suits or proceedings may (a) result in any material adverse change in the business, operations, condition (financial or otherwise),
properties or assets of Guarantor, (b) result in any material impairment of the rights or ability of Guarantor to carry on its
business substantially as now conducted, (c) result in any material liability on the part of Guarantor, (d) draw into question
the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Guarantor contemplated
herein, and/or (e) materially impact the ability of Guarantor to perform under the terms of this Guaranty.


3.7             
Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.



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ARTICLE
4

SUBORDINATION OF CERTAIN INDEBTEDNESS


4.1             
Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims”
shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred
or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several,
or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise,
and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter
be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include
without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result
of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or the
occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default,
Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor
Claims.


4.2             
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s
relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such
proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends
and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender.
Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable
to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment
to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such
payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation
shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received
dividends or payments upon the Guarantor Claims.


4.3             
Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty,
Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold
in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that
it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay
them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.



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4.4             
Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other
encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate
to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of
the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter
created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s
right it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy,
rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests,
collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.


ARTICLE
5

MISCELLANEOUS


5.1             
Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No
modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing
and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case
shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.


5.2             
Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall
be deemed to be received by the addressee on (a) the third day following the day such notice is deposited with the United States
Postal Service first class certified mail, return receipt requested (b) expedited, prepaid delivery service, either commercial
or United States Postal Service, with proof of attempted delivery and by telecopier (with answer back acknowledged), addressed
to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall
in like manner designate in writing. The addresses of the parties hereto are as follows:


Guarantor:


Inland Real
Estate Investment Corporation

2901 Butterfield Road

Oak Brook, Illinois 60523

Attention: Catherine Lynch

Facsimile No.: (630) 645-2082



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Inland Real Estate Income Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

Attention: JoAnne McGuinness

Facsimile No.: (630) 368-2218


with a copy to:


The Inland Real
Estate Group, Inc./Law Department

2901 Butterfield Road

Oak Brook, Illinois 60523

Attention: General Counsel


Facsimile No.: (630) 218-4900


Lender:


JPMorgan Chase
Bank National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 834-6029


with a copy to:


JPMorgan Chase
Bank, National Association

Four New York Plaza, 20th Floor

New York, NY 10004

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


with an additional copy to:


Katten Muchin Rosenman LLP

550 South Tryon Street, Suite 2900

Charlotte, North Carolina 28202

Attention: Daniel S. Huffenus, Esq.

Facsimile No.: (704) 344-3056



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5.3             
Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER
OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR
WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND GUARANTOR AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:


The Corporation Trust Company


Corporation Trust Center


1209 Orange Street


Wilmington, Delaware 19801


 


AS ITS AUTHORIZED AGENT TO ACCEPT
AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE
OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.


5.4             
Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable
under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty
shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty,
and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified,
would be contrary to the basic understandings and intentions of the parties as expressed herein.


5.5             
Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an
authorized representative of the party against whom such amendment is sought to be enforced.



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5.6             
Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may
not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor
consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.


5.7             
Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation
of this Guaranty.


5.8             
Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty
and shall be considered prima facie evidence of the facts and documents referred to therein.


5.9             
Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be
convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of
all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument.
It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing
the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached
from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature pages.


5.10         
Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by
endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby
and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor.
The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude
the concurrent or subsequent exercise of any other right or remedy.


5.11         
Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan
Agreement, unless such term is otherwise specifically defined herein.



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5.12         
Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO
GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS,
AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND
LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER,
NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.


5.13         
Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGES, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM
OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR,
AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
GUARANTOR.


5.14         
Cooperation. Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty,
the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty
to one or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates
to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors
(the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”).
Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary
and reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor
shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary
Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations
that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or
other potential investors), Rating Agencies, accounting firms, law firms and



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other third-party advisory firms involved with
the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided
by Guarantor to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus
various investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional
firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor.
Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise
as part of its business development. All reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor
complying with requests made under this Section 5.14 shall be paid by Guarantor; provided, however, so long as no Event of Default
has occurred and is continuing, all such reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor’s
complying with requests made under this Section 5.14 shall be paid by Lender.


 


5.15         
Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under
the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, the Guarantor’s obligations hereunder with respect
to such payment shall be reinstated as though such payment has been due but not made at such time.


5.16         
Release of IREIC. Provided that no Event of Default shall then exist, IREIC shall be deemed released as
guarantor hereunder, as indemnitor under the Environmental Indemnity and as Joinder Party under the Joinder Agreement upon IREIT
delivering to Lender copies of the Form 10-K and/or Form 10-Q filings of IREIT, which show to Lender’s reasonable satisfaction
that IREIT has maintained a Net Worth of not less than $25,000,000.00 during the two (2) consecutive calendar quarters immediately
preceding such release (the “IREIC Release Event”). Upon the occurrence of the IREIC Release Event, IREIC shall
be deemed released automatically from all liability under this Guaranty, the Environmental Indemnity and the Joinder Agreement
and all references to “Guarantor” in this Guaranty and the other Loan Documents shall be solely a reference to IREIT,
and IREIC shall have no further obligations hereunder or under the other Loan Documents. As used in this Section 5.16, “GAAP”
shall mean generally accepted accounting principles, consistently applied, and “Net Worth” shall mean, as of
a given date, (i) IREIT’s total assets as of such date less (ii) IREIT’s total liabilities as of such date, determined
in accordance with GAAP.


 


 


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EXECUTED
as of the day and year first above written.


GUARANTOR:


INLAND
REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation


By:/s/ Catherine L. Lynch


Name: Catherine
L. Lynch


Title: CFO


 


 


INLAND
REAL ESTATE INCOME TRUST, INC., a Maryland corporation


By:/s/ David Z. Lichterman

Name: David Z. Lichterman

Title: Treasurer/Chief Accounting Officer



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SCHEDULE A


 


BORROWER


 


 


		1.	IREIT Mobile Moffett DG, L.L.C., a Delaware limited liability company



		2.	IREIT Daleville DG, L.L.C., a Delaware limited liability company



		3.	IREIT Valley DG, L.L.C., a Delaware limited liability company



		4.	IREIT Maryville DG, L.L.C., a Delaware limited liability company



		5.	IREIT LaGrange Hamilton DG, L.L.C., a Delaware limited liability company



		6.	IREIT LaGrange Wares Cross DG, L.L.C., a Delaware limited liability company



		7.	IREIT Brooks DG, L.L.C., a Delaware limited liability company



 


 




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