Exhibit 10.4


 


ASSIGNMENT AND ASSUMPTION OF LEASES


 


THIS ASSIGNMENT AND
ASSUMPTION OF LEASES (the “Assignment”) is made this 21st day of February, 2014, by and between SPC CONDO LIMITED
PARTNERSHIP, a Delaware limited partnership (“Assignor”), and IREIT LITTLE ROCK PARK AVENUE, L.L.C., a Delaware
limited liability company (“Assignee”).


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows:


 


1.Assignment of Leases. Assignor
hereby assigns, transfers, sets over and conveys to Assignees all of its right, title and interest as landlord under all leases
(“Leases”) pertaining to the real property described on Exhibit “A” hereto. A list of the
tenants (which may be under their trade name or fictitious name) for the Leases is attached to this Assignment as Exhibit
“B.”


 


2.Acceptance of Assignment of Lease.
Assignee accepts the assignment of the Leases, assumes the obligations of landlord or lessor arising under the Leases on or after
the date of this Assignment, and agrees to perform all obligations of landlord under the Leases.


 


3.Indemnification.
Assignor shall indemnify, defend and hold harmless Assignee from and against all claims, liabilities, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys’ fees) caused by the failure of Assignor to pay or perform
in a timely manner any obligation required to be paid or performed by the landlord under the Leases prior to the date of this Assignment,
including, without limitation, all reconciliation claims for calendar year 2013 and calendar years prior to the date of this Assignment;
and Assignee shall indemnify, defend and hold harmless Assignor from and against all claims, liabilities, losses, damages, costs
and expenses (including, without limitation, reasonable attorneys’ fees) caused by the failure of Assignee to pay or perform
in a timely manner any obligation required to be paid or performed by the landlord under the Leases on or after the date of this
Assignment, including, without limitation, all reconciliation claims for calendar year 2014 and subsequent years.


 


4.General Provisions.
This Assignment may be signed in one or more counterparts, each of which shall be deemed an original and together shall constitute
one and the same instrument. Facsimile copies of this Assignment shall have the same effect as originals. This Assignment shall
be governed in accordance with the laws of the State of Arkansas, without giving effect to the conflicts of laws principles thereunder.
Jurisdiction for any legal proceeding related to this Assignment shall lie only in the applicable State and Federal courts located
in Pulaski County, Arkansas. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors
and assignors.


 


(Signatures on following pages)


 


 


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IN WITNESS WHEREOF,
the parties have executed this Assignment as of the date set forth above.


 


 


	 	Assignor:	 	 
	 	 	 	 
	 	
        SPC CONDO LIMITED PARTNERSHIP,

        a Delaware limited partnership
	 
	 	 	 	 	 
	 	By:	
        Condo GP, LLC,

        a Delaware limited liability company,

        Its general partner
	 
	 	 	 	 	 
	 	 	By:	/s/ M. Adam Richey	 
	 	 	 	M. Adam Richey,	 
	 	 	 	Manager	 
	 	 	 	 	 


 


 


 


	 	Assignee:	 	 
	 	 	 	 
	 	
        IREIT LITTLE ROCK PARK AVENUE, L.L.C.,

        a Delaware limited liability company
	 
	 	 	 	 	 
	 	By:	
        Inland Real Estate Income Trust, Inc.,

        a Maryland corporation,

        its sole member
	 
	 	 	 	 	 
	 	 	By:	/s/ David Z. Lichterman	 
	 	 	Name:	
        David Z.
        Lichterman
	 
	 	 	Title:	Treasurer and Chief Accounting Officer	 
	 	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


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EXHIBIT “A”


 


to


 


Assignment
of Leases


 


Description
of Real Property


 


 


Retail Unit (First Floor) of SPC Park
Avenue Horizontal Property Regime in the City of Little Rock, Pulaski County, Arkansas, and any and all rights entitled thereto
into the common elements of said Horizontal Property Regime, as established by Master Deed recorded as Instrument Number 2012084362,
records of Pulaski County, Arkansas.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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EXHIBIT “B”


 


TO


 


ASIGNMENT OF LEASES


 


list
of leases


		1.	Shopping Center Lease, dated November 9, 2011, made and entered into by and between SPC Park Avenue
Limited Partnership, as assigned to SPC Condo Limited Partnership and Oklahoma City Bakery, Inc.



		2.	Shopping Center Lease, dated May 17, 2012, made and entered into by and between SPC Park Avenue
Limited Partnership, as assigned to SPC Condo Limited Partnership and Sprint Spectrum, L.P.



		3.	Shopping Center Lease, dated October 9, 2013, made and entered into by and between SPC Condo Limited
Partnership and Newk's Holding Company, LLC.



 


 


 


 


 


 


 


 


 


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