Exhibit 10.6


 


ASSIGNMENT AND ASSUMPTION OF 


PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS


 


For good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the undersigned, Inland Real Estate Acquisitions, Inc., an
Illinois corporation, (“Assignor”), hereby assigns to Inland Real Estate Income Trust, Inc.,  a Maryland corporation
(“Assignee”), all of Assignor’s right, title and interest as a party to that certain Purchase and Sale Agreement
and Escrow Instructions dated as of August 21, 2015 (as amended, the “Purchase Agreement”) by and between Assignor,
as the buyer, and CBL/Settlers Ridge GP, LLC; CBL/Settlers Ridge LP, LLC; Settlers Ridge Management GP, LLC and Settlers Ridge
Management LP, LLC, collectively, as the seller, but only with respect to the purchase and sale of certain real property and improvements
listed on Exhibit A attached hereto and commonly known as Settlers Ridge Shopping Center (“Property”).


 


By execution hereof by
Assignee, Assignee for itself and its successors and assigns hereby accepts the assignment and assumes all of the obligations of
Assignor under the Purchase Agreement with respect to the Property; provided, however, Assignor agrees to remain liable under the
Purchase Agreement as if Assignor is still a party to such Purchase Agreement.


 


This Assignment is effective
as of the 1st day of October, 2015.


 


	 	ASSIGNOR:	
        Inland Real Estate Acquisitions, Inc.,

        an Illinois corporation

	 	 	 	 
	 	 	By:	/s/ Matthew Tice
	 	 	Name:	Matthew Tice
	 	 	Its:	Vice President
	 	 	 	 
	 	 	 	 
	 	ASSIGNEE:	
        Inland Real Estate Income Trust, Inc.,

        a Maryland corporation

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


 




    	 



    	 



    

EXHIBIT A


 


LEGAL DESCRIPTION


 


(see attached)


 




    	 



    	 



    

First Described:


 


All those certain lots or pieces of ground situate in the Township
of Robinson, County


of Allegheny and Commonwealth of Pennsylvania, being Parcels B and
D in the


Robinson Park Associates Consolidation Plan, as recorded in the Department
of Real


Estate of Allegheny county, Pennsylvania, in plan Book Volume 257,
page 66; also


Parcel 1 in the Settlers Ridge Subdivision Plan No. 1, as recorded
in the Department


of Real Estate of Allegheny county, Pennsylvania, in plan Book volume
263, page


78; and also Lots 2,3,5,6,7 and 8 on the Settlers Ridge Subdivision
Plan No. 2, as


recorded in the Department of Real Estate of Allegheny County, Pennsylvania,
in Plan


Book Volume 264, page 112.


 


Being designated as the following tax parcels


Parcel B Block 334-H, Lot 190


Parcel D Block 265-J, Lot 10


Parcel 1 Block 334-H, Lot 100


Lot 2 Block 265-E, Lot 50


Lot 3 Block 265-K, Lot 60


Lot 5 Block 265-8, Lot 100


Lot 6 Block 265-8, Lot 125


Lot 7 Block 334-H, Lot 60


Lot 8 Block 334-H, Lot 80


 


 


 


Second Described:


 


All those certain lots or pieces of ground situate in the Township
of Robinson, County


of Allegheny and Commonwealth of Pennsylvania, being Lot 1 and Lot
4 on the


Settlers Ridge Subdivision Plan No. 2, as recorded in the Department
of Real Estate


of Allegheny County, Pennsylvania, in Plan Book Volume 264, page
112.


 


Second Described being designated as the following tax parcels:


Lot 1 Block 265-E, Lot 1


Lot 4 Block 265-J, Lot 25


 


 


 


Third Described:


 


Together with those non-exclusive easements benefitting the Land
as set forth in


that certain Reciprocal Easement, Covenant and Restriction Agreement
between


Settlers Ridge L.P. and Settlers Ridge Management L.P., dated December
10, 2010


and recorded in Deed Book Volume 14454, page 389; as amended by First


Amendment to Reciprocal Easement, Covenant and Restriction Agreement
between


Settlers Ridge L.P. and Settlers Ridge Management L.P., dated June
11, 2012 and


recorded in Deed Book Volume 14943, page 228.


 


 


 


 


Fourth Described:


 


Together with the easement rights as set forth in Easement Agreement
between


Chief Commercial Construction, L.P. and Settlers Ridge, L.P., dated
May 9, 2007 and


recorded in Deed Book Volume 13560, page 334; as assigned by Assignment
and


Assumption of Agreements from Settlers Ridge, L.P. to Settlers Ridge
Management,


L.P., dated December 15, 2010, effective as of December 17, 2010
and recorded in


Deed Book Volume 14473, page 513.