Exhibit 10.11


 


ASSIGNMENT AND ASSUMPTION


OF
LEASES AND SECURITY DEPOSITS


 


FAIRGROUNDS
CROSSING – HOT SPRINGS, ARKANSAS


 


THIS ASSIGNMENT AND ASSUMPTION
OF LEASES AND SECURITY DEPOSITS (“Assignment”) is entered into as of the 16th day of March, 2015, by and between
KRG HOT SPRINGS FAIRGROUNDS, LLC, a Delaware limited liability company (“Assignor”), and IREIT HOT SPRINGS FAIRGROUNDS,
L.L.C., a Delaware limited liability company (“Assignee”). Reference is hereby made to that certain Purchase
and Sale Agreement, dated September 16, 2014, by and among Assignor, certain affiliates of Assignor, and Inland Real Estate Income
Trust, Inc., a Maryland corporation, as predecessor-in-interest to Assignee (the “Agreement”). Capitalized terms
used herein but not defined herein shall have the meaning ascribed to them in the Agreement.


 


1.Property. The “Property”
means the real property located in Hot Springs, Arkansas, commonly known as Fairgrounds Crossing, and more particularly described
in Exhibit A attached hereto and incorporated herein.


 


2.Leases. The “Leases”
means those leases, tenancies, rental agreements and occupancy agreements affecting the Property for the tenants identified in
the rent roll attached to this Assignment as Exhibit B.


 


3.Security Deposits. “Security
Deposits” means those certain refundable security deposits held by or for Assignor on account of tenants under the Leases
as such deposits and with respect to which Assignee received a credit at the closing of the transaction with respect to which this
Assignment has been executed and delivered.


 


4.Assignment. For good and valuable
consideration received by Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, transfers
and assigns to Assignee the entire right, title and interest of Assignor in and to the Leases and the Security Deposits, and all
of Assignor's right, title and interest in and to all of the Actions (as such term is defined in the Agreement) listed on Exhibit
E of the Agreement relating to the Property (subject to any modifications of or supplements to Exhibit E of the Agreement
based upon any disclosures provided to Assignee by Assignor since the date of the Agreement), but reserving unto Assignor all uncollected
rent attributable to the period prior to the date hereof pursuant to Section 3.4(b)(viii) of the Agreement.




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5.Assumption. Assignee hereby
assumes the covenants, agreements and obligations of Assignor as landlord or lessor under the Leases as of the date of this Assignment,
and assumes the obligations under the Actions listed on Exhibit E to the Agreement relating to the Property (subject to
any modifications of or supplements to Exhibit E of the Agreement based upon any disclosures provided to Assignee by Assignor
since the date of the Agreement). Assignee further assumes all liability of Assignor for the proper refund or return of the Security
Deposits if, when and as required by the Leases.


 


6.Attorneys’ Fees. If
any action, suit, arbitration or other proceeding is instituted by any party to this Assignment for the purpose of interpreting
any of the terms hereof or to prevent or remedy a default hereunder by any other party, the prevailing party shall be reimbursed
by the non-prevailing party for all of such prevailing party’s reasonable attorneys’ fees incurred in each and
every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom. As used in this
paragraph, attorneys’ fees shall be deemed to mean the reasonable, actual costs of any legal services actually performed
in connection with the matters involved, calculated on the basis of the usual fee charged by the attorney and any paralegals and
legal staff performing such service.


 


7.Successors and Assigns. This
Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.


 


8.Limited Liability. By accepting
this Assignment, but subject to Section 8(e) of the Agreement, Assignee agrees that it will look only to the proceeds of
the Property for the performance or liability for nonperformance of any and all obligations of Assignor hereunder, it being expressly
understood and agreed that no constituent member, manager or partner in or agent of Assignor,
nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation
or trust that is or becomes a constituent member in Assignor shall have any personal liability, directly or indirectly, under or
in connection with this Assignment, or any amendment or amendments hereto made at any time or times, heretofore or hereafter, and
Assignee and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the proceeds
of the Property for the payment of any claim or for any performance, and Assignee, on behalf of itself and its successors and assigns,
hereby waives any and all such personal liability. This Section 8 is subject to, and not in limitation of, the limitations
on liability provided in Section 8(e) of the Agreement.


 


9.Counterparts. This Assignment
may be signed in any number of counterparts each of which shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.


 


[Signature Page Follows]




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IN WITNESS WHEREOF, Assignor
and Assignee have executed and delivered this Assignment the day and year first above written.


 


ASSIGNOR:


 


KRG HOT SPRINGS FAIRGROUNDS, LLC,


a Delaware limited liability company


 


By:


Daniel R. Sink, Executive
Vice President and 


Chief Financial Officer


 


ASSIGNEE:


 


IREIT HOT SPRINGS FAIRGROUNDS, L.L.C.,


a Delaware limited liability company


 


By:Inland Real Estate Income Trust, Inc., a


Maryland corporation, its sole member


 


By:


 


Name:


 


Title:




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Exhibit
A


 


Legal
Description


 


Lots 1, 2 and 7 of Fairgrounds Crossing Commercial
Subdivision, according to Plat recorded in Book 14 at Page 125 of the Plat Records of Garland County, Arkansas.


 


Together with and subject to Easements and Utility and Service Easements
as set forth in Items 5.1 and 5.3 of Easements with Covenants and Restrictions Affecting Land (ECR) filed for record August 19,
2008 and recorded in Book 2989 at Page 1 of the Deed and Mortgage Records of Garland County.




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Exhibit
B


 


Rent
Roll


 


[See attached
pages.]