Exhibit 10.8


Dollar General Store #13850


 


ASSIGNMENT AND ASSUMPTION OF LEASE


 


THIS ASSIGNMENT AND ASSUMPTION
OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and
between THE BROADWAY GROUP, LLC, an Alabama limited liability company, (herein referred to as “Assignor”), and
IREIT BROOKS DG, L.L.C., (herein singly or collectively referred to as “Assignee”);


 


WITNESSETH:


 


WHEREAS, The Broadway Group,
LLC, an Alabama limited liability company (the “Landlord”) entered into that certain Lease with Dolgencorp, LLC, a
Kentucky limited liability company (the “Tenant”) dated effective the 7TH day of March, 2012, as subsequently
modified by Lease Modification Agreement #1 dated December 10, 2012, (herein referred to as the “Lease”), pertaining
to the lease by said Tenant from Landlord of the real estate and improvements located at 7768 GA Hwy 16 West a/k/a 7768 Newnan
Road, Brooks, Spalding County, Georgia, and being more particularly described on Exhibit “A” attached hereto and
made a part hereof by reference (the “Leased Premises”); and,


 


WHEREAS, a Memorandum of
Lease dated September 19, 2012 which summarizes the terms of said Lease was recorded in Book 3672, Page 37, in the Office of the
Clerk of the Superior Court of Spalding County, Georgia; and,


 


WHEREAS, Assignor has agreed
to assign all of its right, title and interest in and to the Lease and the Leased Premises to Assignee, and Assignee has agreed
to assume and perform Assignor’s liabilities and obligations as Landlord arising under the Lease on and after the date hereof,
all in accordance with this Assignment.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the
parties agree as follows:


 


1.Assignment.
Assignor hereby assigns, transfers, and sets over to Assignee and Assignee does hereby accept such assignment, transfer and setting
over to Assignee, all of Assignor’s rights, benefits, privileges and obligations as Landlord in and to the Lease.


 


2.Indemnity by
Assignor. Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without
limitation reasonable attorneys’ fees and costs) arising out of any obligation or liability of the Landlord under the Lease
which was to be performed or which became due prior to the date hereof.



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3.Assumption.
Assignee hereby assumes all liabilities and obligations of Assignor as Landlord under the Lease, or which arise out of Assignor
being the owner of the property which is the subject of the Lease, which arise on or after the date hereof and agrees to perform
all obligations of Landlord under the Lease, which are to be performed or which become due on or after the date hereof.


 


4.Indemnity by
Assignee. Assignee shall indemnify and hold Assignor harmless from any claim, liability, cost or expense (including without
limitation reasonable attorneys’ fees) arising out of Assignee’s failure to perform any of Assignee’s obligations
as Landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder


 


5.Representations
and Warranties Assignor hereby represents and warrants to Assignee:


 








	 	(a)	That Assignor is the owner of the fee simple estate of the subject property, has full power and authority to assign the Lease to Assignee, and that said Lease has been executed by the proper parties;
	 	 	 
	 	(b)	That all of the terms, provisions and conditions of Lease is currently in full force and effect according to its original terms and that there are no present defaults in the performance of any of such terms and conditions;
	 	 	 
	 	(c)	That the Assignor has not executed a prior assignment of said Lease which remains in full force and effect.
	 	 	 
	 	(d)	That the Assignor has not performed any acts or executed any instruments which might prevent the Assignee from operating any of the terms or conditions of this assignment and agreement or which would limit the Assignee in such operations;
	 	 	 
	 	(e)	That the Assignor has not executed or granted any modification or amendment of the Lease, except as specifically enumerated herein;
	 	 	 
	 	(f)	That the Assignor has been paid all amounts due as Landlord under the Lease and the Tenant in said Lease is current in the amounts due Assignor as Landlord;
	 	 	 
	 	(g)	That there are no outstanding obligations of the Assignor as Landlord under the Lease; and,
	 	 	 
	 	(h)	That no security deposit has been paid to the Assignor by the Tenant in said Lease.
	 	 







 



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6.Further Assurances.
Assignor covenants with Assignee and Assignee covenants with Assignor that each will execute or procure any additional documents
necessary to establish the rights of the other hereunder. Assignor does further assign to Assignee all security deposits, if any,
paid by the Tenant specified in said Lease.


 


7.Counterparts.
This Assignment may be executed by the parties in counterparts, in which event the signature pages thereof shall be combined in
order to constitute a single original document.


 


8.Binding Effect.
This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors, heirs and
assigns.


 


IN WITNESS WHEREOF, the
undersigned Assignor has caused this Assignment to be executed by its duly authorized Manager effective as of the date set forth
above.


 


ASSIGNOR:


 


THE BROADWAY GROUP,
LLC, an Alabama limited liability company


 


BY:BROADWAY MANAGEMENT,
LLC,


Its Manager


 


 


By: /s/ Robert
M. Broadway


Robert M. Broadway,
Manager


 


Signed, sealed and delivered in the


presence of:


 


 


__________________________________


Unofficial Witness


 


 


/s/ James G. Harrison


Notary Public


My Commission Expires: July
15, 2015


 


 



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IN WITNESS WHEREOF, the
undersigned Assignee has caused this Assignment to be executed by its duly authorized representative effective as of the date set
forth above.


 


ASSIGNEE:


 


IREIT BROOKS DG,
L.L.C., a Delaware limited liability company


 


		BY:	IREIT DG SPE II MEMBER, L.L.C., a Delaware limited liability company, its Sole Member



 


By:INLAND
REAL ESTATE INCOME


TRUST,
INC., a Maryland corporation,


Its Sole
Member


 


By:  /s/
David Z. Lichterman


Name:  David
Z. Lichterman


Title:     Treasurer/Chief
Accounting Officer


 


 


 


 


Signed, sealed and delivered in the


presence of:


 


 


__________________________________


Unofficial Witness


 


 


/s/ Susan Metzler


Notary Public


My Commission Expires: May
5, 2015


 


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