Exhibit
10.9


 


 


ASSIGNMENT
OF PARTNERSHIP INTEREST


 


 


THIS
ASSIGNMENT OF PARTNERSHIP INTEREST
(this "Assignment") dated
as of the 1st
day of October,
2015, by and
between SETTLERS RIDGE MANAGEMENT
GP, LLC ("Assignor") and INLAND
REAL ESTATE INCOME TRUST, INC. ("Assignee").


 


WHEREAS,
Assignor and Assignee's predecessor
in interest entered
into that certain Purchase and
Sale Agreement and
Escrow Instructions dated as of
August 21, 2015, as amended and assigned, (the "Agreement"), for
the sale and purchase of certain "Ownership
Interests" (as more particularly described in Exhibit
A attached here).


 


WHEREAS,
Assignor desires to
assign, transfer, set
over and deliver
to Assignee all
of Assignor's right, title and
interest in and
to the Ownership Interests as
hereinafter provided; and


 


WHEREAS,
Assignee desires to
accept the assignment
and assume the
duties and obligations of
Assignor with respect
to the Ownership
Interests.


 


 


NOW,
THEREFORE, in accordance
with the Agreement
and in consideration
of the sum of Ten
Dollars ($10.00), the
sufficiency and receipt of
which are hereby acknowledged, the
parties do hereby covenant
and agree as
follows and take the following actions:


 


1.Assignor
does hereby assign,
transfer, set over
and deliver unto
Assignee all of the
Assignor's right, title
and interest, in and to, all of its right,
title and interest in and to the Ownership Interests. Assignor hereby agrees
that such assignment is and shall be irrevocable, unconditional and shall survive and shall not be affected by the subsequent
dissolution, bankruptcy or insolvency of Assignor.




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2.Assignee
hereby accepts the
foregoing assignment of
the Ownership Interests
and hereby assumes all
duties and obligations
of Assignor with
respect to the
Ownership Interests, to the extent
such duties and obligations arise or accrue
from and after
the date of this
Assignment. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all Claims
asserted against or incurred by Assignor
as a result of any acts
or omissions, which arise or accrue after the date of this Assignment, in connection
with the Ownership Interests. "Claims" means claims,
demands, causes of action, losses,
damages, liabilities, judgments, costs and expenses
(including, without limitations, reasonable
attorneys' fees, whether suit
is instituted or not). Notwithstanding anything to the contrary contained herein, during
the Property Representations Survival Period (as such term is defined in the Agreement), Assignor shall defend, indemnify and hold
Assignee harmless from and against any and all Claims (i) for personal injury which are covered by Assignor's insurance resulting
from events occurring during the period of ownership
by O'Connor/RealVest Retail Holding
Company LLC beginning on March 5, 2012,
and (ii) made by Barnes & Noble Booksellers, Inc.,
or its successors and/or assigns ("B&N Tenant"), with respect
to Assignor's incorrect billing of
B&N Tenant's pro
rata share of the real
property taxes and assessments for years
prior to calendar year 2015; provided,
however, that in each case of
clauses (i) and (ii) above, Assignor's liability under this
defense, indemnity and hold harmless
agreement shall be limited to the
amount of, and recoverable only out
of, the Holdback (as such term
is defined in the Agreement).


 


3.This
Assignment is made without
any express or
implied warranty of
any kind, expect as
explicitly set forth
in the Agreement.


 


4.This
Assignment shall be
(a) binding upon,
and inure to
the benefit of,
the parties to this
Assignment and their
respective successors and
assigns, and (b) construed in accordance
with the laws of the Commonwealth of Pennsylvania,
without regard to the application of choice of law principles.


 


5.This Assignment
may be executed in
several counterparts, each of which
 shall constitute an
original and all
of which together
shall constitute one
and the same instrument.


 


 


 


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IN WITNESS WHEREOF, this Assignment has been signed,
sealed and delivered by the parties as of the date first above written.


 


	 	
        ASSIGNOR:

         

        SETTLERS RIDGE MANAGEMENT GP, LLC,

        a Pennsylvania limited liability company

	 	 	 	 	 
	 	By:	
        O’CONNOR/REALVEST SETTLERS RIDGE II (GP) LLC,

        a Delaware limited liability company,

        its sole member

	 	 	 	 	 
	 	 	By:	
        O’CONNOR/REALVEST RETAIL HOLDING

        COMPANY LLC, a Delaware limited liability

        company, its sole member

	 	 	 	 	 
	 	 	 	By:	
        OC-RV RETAIL LLC,

        a Delaware limited liability company,

        its managing member

	 	 	 	 	 
	 	 	 	 	By:	/s/ William Q. O’Connor
	 	 	 	 	Name:	William Q. O’Connor
	 	 	 	 	Title:	President
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
        ASSIGNEE:

         

        INLAND REAL ESTATE INCOME TRUST, INC.,

        a Maryland corporation

	 	 	 	 	 	 
	 	By:	/s/ David Z. Lichterman
	 	Name:	David Z. Lichterman
	 	Its:	Vice President, Treasurer & CAO


 




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Exhibit
A


OWNERSHIP
INTERESTS


 


General
Partner of Settlers
Ridge Management, L.P.,
a Pennsylvania limited
partnership - 1% partnership
interest