Exhibit 10.6


 


 


VACANCY, GARAGE REPAIRS AND REAL ESTATE TAX
ESCROW AGREEMENT


 


THIS VACANCY, GARAGE REPAIRS
AND REAL ESTATE TAX ESCROW AGREEMENT ("Escrow Agreement") is made as of this 21st day of February, 2014 by SPC
PARK AVENUE LIMITED PARTNERSHIP, a Delaware limited partnership, and SPC CONDO LIMITED PARTNERSHIP, a Delaware limited partnership
(collectively, “Seller”), and IREIT LITTLE ROCK PARK AVENUE, L.L.C., a Delaware limited liability company (“Purchaser”)
and CHICAGO TITLE INSURANCE COMPANY (hereinafter referred to as "Escrow Agent").


 


RECITALS:


 


A.Seller and Inland
Real Estate Acquisitions, Inc. previously entered into that certain agreement dated as of November 8, 2013 (as amended, the "Agreement"),
with respect to that certain real property known as a portion of Park Avenue Shopping Center located in Little Rock, Arkansas (the
“Property”), as legally described in the Agreement. A copy of the Agreement has been delivered to Escrow Agent
and is incorporated by reference herein. Inland Real Estate Acquisitions, Inc. subsequently assigned its interest in the Agreement
to Purchaser by Assignment of Contract effective February 21, 2014.


 


B.Pursuant to the terms
of the Agreement, Seller has agreed to deposit with Escrow Agent the sum of $403,190.60 (the “Escrow Deposit”)
with respect to (i) Seller’s obligation to perform, at Seller’s cost, repairs to the parking garage on the Property,
(ii) Seller’s obligation to pay real estate taxes for the Property for calendar year 2013 and for the portion of calendar
year 2014 that Seller owns the Property (January 1, 2014 – the date prior to the date hereof), and (iii) Seller’s obligation
to pay for certain lease commissions and tenant improvement expenses for certain tenant space not leased or fully occupied as of
the date hereof all as described by this Escrow Agreement.


 


C.Escrow Agent is willing
to accept the Escrow Deposit and hold and disburse same in accordance with the terms and conditions set forth below.


 


NOW, THEREFORE, for and
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.Deposit. Seller
hereby deposits with Escrow Agent, and Escrow Agent hereby acknowledges receipt of the sum of $403,190.60 as the total Escrow Deposit.
Escrow Agent hereby agrees to deposit the Escrow Deposit into an interest bearing account with a bank, money market account, or
other depository reasonably satisfactory to Inland, Seller and Escrow Agent with interest accruing for the benefit of Seller. The
federal taxpayer identification of Seller (SPC Park Avenue) is as follows: 56-2676780.


 


2.Disbursements.
Escrow Agent shall retain the Escrow Deposit in the account, and shall cause the same to be disbursed therefrom as follows:


 


(a)Tenant Improvement
Deposit. That portion of the Escrow Deposit identified as the sum of $49,560.00 is hereby referred to as the “Tenant
Improvement Deposit.” The Tenant Improvement Deposit is attributable to the certain 3,304 square feet of tenant space
in the Property which is not currently occupied by a tenant (the “Earnout Space”) as shown on Exhibit A.


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The portion of the Tenant
Improvement Deposit attributable to an individual Earnout Space may be released by Escrow Agent upon (i) the joint direction of
Seller and Purchaser accompanied by final mechanics lien waivers for all labor and materials for which payment is being requested,
properly executed by all contractors and subcontractors, all in such form and content as required to release and waive all lien
rights under applicable Arkansas mechanic’s lien statutes and as required by Chicago Title Insurance Company (“CTIC”)
to obtain an ALTA Form B Owners Title Insurance Policy waiving all mechanic’s and materialmen’s liens and such other
documents required to satisfy or waive any and all contingencies set forth in the applicable lease to receive the tenant improvement
allowance, (ii) a later date of any loan policy issued by CTIC to any lender of Purchaser, covering the date of disbursements with
all exceptions pertaining to mechanic’s and materialmen’s liens waived or insured over to the satisfaction of Purchaser,
(iii) a certificate of occupancy for the individual Earnout Space, and (iv) an estoppel certificate from the tenant of the Earnout
Space, indicating that there are no punchlist or other incomplete construction items to be performed by Seller. Only one (1) disbursement
will be made by the Escrow Agent for each Earnout Space. The portion of the Tenant Improvement Deposit attributable to a particular
Earnout Space may not be reallocated by Seller to a different Earnout Space. Any portion of the Tenant Improvement Deposit remaining
on the Termination Date (as defined in Section 6 below) shall be released to Purchaser and all accrued interest shall be disbursed
to Seller.


 


(b)Leasing Commissions
Deposit. That portion of the Escrow Deposit identified as the sum of $9,912.00 is hereby referred to as the “Leasing
Commissions Deposit.” The Leasing Commissions Deposit is a reserve for leasing/brokerage commissions attributable to
the Earnout Spaces as shown on Exhibit A. Portions of the Leasing Commissions Deposit attributable to the above referenced
Earnout Spaces shall be released to Seller from the Escrow Deposit by Escrow Agent at such time as (a) execution of a lease of
a portion of the Earnout Space approved by Purchaser, (b) satisfaction or waiver or any and all contingencies to the effectiveness
of such lease and (c) notice to Purchaser; then the Escrow Agent shall disburse to Seller (or directly to the broker(s) if so directed
by Seller) one-half (1/2) of the portion of the Leasing Commissions Deposit allocable to such Earnout Space.  If and at such
time as rent commences under such lease and Purchaser has received the first month’s rent under such lease; then the Escrow
Agent shall disburse to Seller (or directly to the broker(s) if so directed by Seller) the other one-half (1/2) of the portion
of the Leasing Commissions Deposit allocable to such Earnout Space. The portion of the Leasing Commissions Deposit attributable
to a particular Earnout Space may not be reallocated by Seller to a different Earnout Space. Any portion of the Leasing Commissions
Deposit remaining on the Termination Date shall be released to Purchaser and all accrued interest shall be disbursed to Seller.


 


(c)Real Estate Tax
Deposit. That portion of the Escrow Deposit identified as the sum of $116,718.60 is hereby referred to as the “Real
Estate Tax Deposit.” The Real Estate Tax Deposit is to pay for the real estate taxes for the Property for calendar year
2013 ($101,785.42) and the portion of calendar year 2014 for which Seller owns the Property (January 1, 2014 – the date prior
to the date hereof)($14,933.18). Applicable portions of the Real Estate Tax Deposit shall be released to Purchaser from the Escrow
Deposit by Escrow Agent upon Purchaser providing evidence to the Escrow Agent and Seller that the real estate taxes for calendar
year 2013 and/or 2014 have been paid to the applicable governmental authority. Any portion of the Real Estate Tax Deposit remaining
on the Termination Date and all accrued interest shall be released to Seller.


 


 


 


 


 


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(d)Parking
Garage Repairs Deposit. That portion of the Escrow Deposit identified as the sum of $227,000.00 is hereby referred to as the
“Parking Garage Repairs Deposit.” Seller shall, at Sellers sole cost and expense and in accordance with the
terms of this Agreement, complete, or cause to be completed, the repairs to the parking garage located on the Property (the “Garage”)
listed on Exhibit B attached hereto and made a part hereof (collectively, the “Garage Repairs”). Seller
is responsible for and shall complete the Garage Repairs in accordance with all applicable laws, rules and regulations and good
construction practices. Seller shall Finally Complete (defined below) the Garage Repairs no later than one hundred twenty (120)
days following the date hereof (the “Completion Date”). Time is of the essence in Seller’s completion
of the Garage Repairs. The time for Seller to complete the Garage Repairs shall be extended, however, by a period equal to the
period of any delay, if any, caused by or resulting from an Act of God, war, civil commotion, fire, other casualty, unusually severe
weather, general shortages of labor or materials or other matters beyond the reasonable control of Seller (collectively, “Force
Majeure Events”); provided, however, that such extension shall not exceed sixty (60) days. The Garage Repairs shall be
deemed “Finally Complete” on the date that all of the following conditions are satisfied: (i) Purchaser receives
properly executed final lien waivers for the Garage Repairs performed; (ii) Purchaser receives a certificate from Seller’s
civil engineer certifying to Purchaser that the Garage Repairs have been completed; and (iii) Purchaser inspects the Garage Repairs
to determine if they were performed in a manner reasonably satisfactory to Purchaser (Purchaser shall have ten (10) business days
after receipt of the documents referenced in (i) and (ii) immediately above to inspect the Garage Repairs to either approve or
disapprove that they are Finally Complete). If Purchaser fails to inspect and/or approve (or disapprove) the Garage Repairs as
Finally Complete within ten (10) business days following its receipt of the above-described documents, then the Garage Repairs
shall be deemed Finally Complete. Escrow Agent shall make disbursements of the Parking Garage Repairs Deposit to Seller not more
frequently than one time per month, with each draw request (including properly executed lien waivers and supporting documentation
reasonably acceptable to Purchaser) for an amount equal to 90% of the costs incurred (i.e., 10% retainage). Seller shall simultaneously
deliver to Purchaser a copy of each such draw request. In addition to the above requirements for a draw request, the final draw
request must be accompanied by a final lien waiver from Seller's contractor (on behalf of itself and its subcontractors), a certification
addressed to Purchaser from Seller's engineer that the Garage Repairs are Finally Complete, and evidence that all necessary governmental
approvals and/or permits, if applicable, have been obtained. Purchaser shall have ten (10) days after receipt of Seller’s
draw requests to review and deliver to Escrow Agent written approval thereof, which approval shall not be unreasonably withheld,
conditioned or delayed. If Purchaser fails to respond to Escrow Agent in said ten (10) day period, it shall be deemed to have approved
such draw request. Escrow Agent shall have three (3) business days after receipt from Purchaser of such approved draw request (or
deemed approved draw request) to disburse to Seller such approved draw request (disbursement of the final draw request is to include
any retainage amount). If Seller is able to Finally Complete the Garage Repairs by the Completion Date, as the same may be extended
by Force Majeure Events as described above, in a manner reasonably acceptable to Purchaser and if there is excess funds remaining
in the Parking Garage Repairs Deposit after payment of all of the costs to Finally Complete the Garage Repairs, then Escrow Agent
shall remit such excess to Seller at the time the final disbursement is made. If Seller fails to Finally Complete the Garage
Repairs by the Completion Date, as the same may be extended by Force Majeure Events as described above, then Escrow Agent shall
remit the remaining Parking Garage Repairs Deposit to Purchaser and all accrued interest shall be
disbursed to Seller.


 


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(e)Incorporation
and Restatement of Agreement. All of the terms and conditions of the Agreement are incorporated herein by reference and shall
survive the close of escrow of the transaction contemplated by the Agreement. The parties agree that to the extent there are inconsistencies
between the requirements set forth in the Agreement and this Escrow Agreement, the terms of this Escrow Agreement shall control.
Nothing in this Escrow Agreement shall be deemed to amend the terms of the Agreement with respect to the amounts that are due to
either party as calculated by the terms of the Agreement.


 


3.Disputes.
In the event either party objects to the disbursement of the Escrow Deposit as provided above, the Escrow Agent shall have the
right, at its option, either (a) to hold the Escrow Deposit in escrow pending resolution of such objection by mutual agreement
of the parties or by judicial resolution of same or (b) to disburse the Escrow Deposit into the registry of the court having jurisdiction
over such objection. After any disbursement of the Escrow Deposit under the terms of this Escrow Agreement, Escrow Agent’s
duties and obligations hereunder shall cease. In the event of any dispute regarding disbursement of the Escrow Deposit, the party
ultimately receiving the Escrow Deposit after resolution of such dispute shall be entitled to receive from the other party all
the prevailing party’s costs and expenses incurred in connection with the resolution of such dispute including, without limitation,
all court costs and reasonable attorney’s fees.


 


4.Permitted Investments.
The Escrow Agent agrees to invest the Escrow Deposit in Permitted Investments, as hereinafter defined. The Escrow Agent shall not
invest the Escrow Deposit in any investment that would require the Escrow Agent to pay a penalty for early withdrawal to pay a
monthly disbursement. Interest earned on the Escrow Deposit shall be paid to Seller. For tax purposes, interest earned on the escrowed
funds shall be for the account of Seller. The term "Permitted Investments" means:


 





	 	(i)	Government Obligations as hereinafter defined;
	 	 	 
	 	(ii)	Negotiable or non-negotiable certificates of deposit and time deposits (including Eurodollar certificates of deposit), maturing within ninety (90) days from the date of acquisition, issued by a federally chartered bank having at least $10 billion in total assets (an "Approved Bank"); and
	 	 	 
	 	(iii)	
        money market funds of Chase Manhattan
        Bank or Bank of America, N.A.

         

	 	 	The term "Government Obligations" means (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, or (b) obligations issued by a person controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the principal of, premium, if any, and interest on which is fully guaranteed as a full faith and credit obligation of the United States of America (including any securities described in (a) or (b) above in this sentence issued or held in book-entry form on the books of the Department of the Treasury of the United States of America), which obligations, in either case, are not subject to redemption prior to maturity at less than par by anyone other than the owner	 







 


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5.Costs. The
costs of administration of this Escrow Agreement by Escrow Agent shall be paid by Seller. This Escrow Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, principals, successors and assigns and shall be
governed and construed in accordance with the laws of the State of Illinois. No modification, amendment or waiver of the terms
hereof shall be valid or effective unless in writing and signed by all of the parties hereto. This Escrow Agreement may be executed
in multiple counterpart originals, each of which shall be deemed to be and shall constitute an original. If there is any conflict
between the terms of this Escrow Agreement and the terms of the Agreement, the terms of the Agreement shall control in all events.


 


6.Termination Date. The Termination
Date of this Escrow Agreement is the date which is twenty-five (25) months hereof with respect to the Tenant Improvement Deposit
and the Leasing Commissions Deposit and shall be twenty (20) months hereof with respect to the Real Estate Tax Deposit.


 


7. No Waiver.
No delay or leniency of Purchaser in requiring strict performance of the terms and conditions hereof shall constitute a waiver
of its rights hereunder.


 


8. No Pledge or
Encumbrance. Seller shall not, pledge, assign or grant any security interest in the Escrow Deposit nor permit any lien or encumbrance
to attach thereto.


 


9.Notices. All
notices, payments, requests, reports, information or demands which any party hereto may desire or may be required to give to any
other party hereunder, shall be in writing and shall be personally delivered or sent by telefax (answer back received), or by overnight
courier, and sent to the party at its address appearing below or such other address as any other party shall hereafter inform the
other party hereto by written notice given as aforesaid:


 





	 	If to Seller to:	
        SPC Park Avenue Limited Partnership
        and SPC Condo Limited Partnership

        Attention: James E. Strode

        5950 Berkshire Lane, Suite 875

        Dallas, Texas 75225

        Telephone No.: (214) 361-6900

        Telefax No.: (214) 361-0049

	 	 	 
	 	with a copy to:	
        Condon, Thornton, Sladek and Harrell
        LLP

        Attention: Steven Thornton, Esq.

        8080 Park Lane, Suite 700

        Dallas, Texas 75231

        Telephone No.: (214) 691-6305

        Telefax No.: (214) 691-6311








  


 


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	 	If to the Purchaser to:	
        IREIT Little Rock Park Avenue, L.L.C.

        Attention: Matt Tice

        2901 Butterfield Road

        Oak Brook, IL 60523

        Telephone No.: (630) 218-8000

        Telefax No.: (972) 930-0222

	 	 	 
	 	With copy to:	
        The Inland Real Estate Group, Inc.

        Attention: Brett Smith

        2901 Butterfield Road

        Oak Brook, IL 60523

        Telephone No.: (630) 218-8000, ext. 2885

        Telefax No.: (630) 218-4900

	 	 	 
	 	If to Escrow Agent:	
        Chicago Title Insurance Company

        Attention: Nancy Castro

        10 S. LaSalle, Suite 3100

        Chicago, IL 60603

        Telephone No.: (312) 223-2709

        Telefax No.: (312) 223-2108








 


Except as otherwise specified herein, all notices
and other communications shall be deemed to have been duly given on the first to occur of (i) the date of delivery if delivered
personally, or (ii) on the date of deposit with the overnight courier if sent by overnight courier or the date of the telefax,
if give by telefax. Any party may change its address for purposes hereof by notice to the other. All notices hereunder and all
documents and instruments delivered in connection with this transaction or otherwise required hereunder shall be in the English
language. Each party shall be entitled to rely on all communications which purport to be on behalf of the party and purport to
be signed by an authorized party or the above indicated attorneys. A failure to send the requisite copies does not invalidate an
otherwise properly sent notice to Seller and/or Purchaser.


 


10.Counterparts.
This Escrow Agreement may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding
that all parties are not signatories of the original or the same counterpart. Furthermore, the signatures from one counterpart
may be attached to another to constitute a fully executed original. The Escrow Agreement may be executed by facsimile.


 


11.Governing Law,
Jurisdiction and Venue. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws
of the State of Illinois without regard to Texas conflict of laws principles. If any term or provision of this Agreement shall
be determined to be illegal or unenforceable, all other terms and provisions hereof shall never the less remain effective and shall
be enforced to the fullest extent permitted by applicable law, and in lieu such illegal or unenforceable provisions there shall
be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision
as may be possible and be valid, legal and enforceable.


 


12.Binding Effect.
This Escrow Agreement and all the covenants, promises and agreements contained herein shall be binding upon and inure to the benefit
of the respective legal representatives, personal representatives, devisees, heirs, successors and assigns of Seller and Purchaser.


 


[signatures begin on following page]


 


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SIGNATURE PAGE FOR ESCROW AGREEMENT 


 


	 	SELLER:	 	 
	 	 	 	 
	 	
        SPC PARK AVENUE LIMITED PARTNERSHIP,

        a Delaware limited partnership
	 
	 	 	 	 	 
	 	By:	
        Park Avenue GP, LLC,

        a Delaware limited liability company,

        its general partner
	 
	 	 	 	 	 
	 	 	By:	/s/ M. Adam Richey	 
	 	 	 	M. Adam Richey, Manager	 
	 	 	 	 
	 	
        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	 
	 	 	 	 	 
	 	 	 	 	 
	 	PURCHASER:	 
	 	 	 	 	 
	 	
        IREIT PARK AVENUE LITTLE ROCK, 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	 
	 	 	 	 	 
	 	 	 	 	 
	 	ESCROW AGENT:	 
	 	 	 	 	 
	 	CHICAGO TITLE INSURANCE COMPANY	 
	 	 	 	 	 
	 	By:	/s/ Andres R. Bardesos	 
	 	Its:	Andres R. Bardesos	 
	 	Title:	Escrow Officer	 


 


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EXHIBIT A


 


EARNOUT SPACES


 


 





 


 


 


 


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EXHIBIT B


 


PARKING GARAGE REPAIRS


 


 


















 


 


 


 


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