Exhibit 10.11


 


 


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 IREIT Milford Marketplace, L.L.C.,  a Delaware limited
liability company (“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 O’Connor/Realvest Milford LLC, 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 Milford Marketplace
(“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:	
        IREIT Milford Marketplace, 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
	 	 	 	Its:	Vice President, Treasurer & CAO


 




    	 



    	 



    

EXHIBIT “A”


LEGAL DESCRIPTION


 


The land referred to in this Policy is described as follows:


 


#1650 Boston Post Road:


 


A certain piece or parcel of land in the City of Milford, County
of New Haven and State of Connecticut and depicted as Parcel 'A' on a certain map entitled "ALTA/ACSM Land Title Survey, 'Urban'
Survey for #1620-1634 and #1650 Boston Post Road, Milford, Connecticut, 06460 ... March 9,2006 ... by Westcott and Mapes, Inc.,
New Haven, CT.", which map is on file with the Milford Town Clerk as Map #AB3102-3.


 


Said parcel of land being more particularly bounded and described
as follows:


 


Beginning at a point on the northerly highway line of the Boston
Post Road (a/k/a U.S. Route 1), so called, which point lies on the easterly boundary of land owned now or formerly by 1620-34 Boston
Post Road, LLC and which point is labeled "Point of Beginning B" on the above referenced map.


 


Thence proceeding in a northwesterly direction along said easterly
boundary of land owned now or formerly by said 1620-34 Boston Post Road, LLC along a line having a bearing of N 33o 59' 42"
W for a distance of 263.00 feet to a point which marks the most northeasterly corner of land now or formerly of said 1620-34 Boston
Post Road, LLC;


 


Thence proceeding in a southwesterly direction along the northerly
boundary of land owned now or formerly by said 1620-34 Boston Post Road, LLC along a line having a bearing of S 56 o 00' 18"
W for a distance of 600.00 feet to a point which marks the most northwesterly comer of land owned now or formerly by Santorio,
Giulia and which point also marks the most northeasterly corner of land owned now or formerly by Milford Post Associates, LLC;


 


Thence continuing in a southwesterly direction along the northerly
boundary of said Milford Post Associates, LLC along a line having a bearing of S 56 o 03' 33" W for a distance of 85.29
feet to a point on the easterly street line of Woodruff Road, so called, all as depicted on the above referenced map;




    	 



    	 



    

 


Thence proceeding in a northwesterly direction along said easterly
street line of Woodruff Road along a line having a bearing of N l0 o 26' 12" W for a distance of 366.48 feet to the most
northwesterly corner of the herein described parcel which point also marks the most southwesterly corner of land owned now or formerly
of Duane J. Bottino, all as depicted on the above referenced map;


 


Thence proceeding in a northeasterly direction along the northerly
boundary of the herein described parcel of land along the southerly boundary of properly owned now or formerly by said Duane J.
Bollino in part, thence along land owned now or formerly by John R. & Irene Horvack & Successors in part, thence along
land owned now or formerly by Angelo Nunno in part, thence along the southerly boundary of land owned now or formerly by Helen
F. Ucci in part and along the southerly boundary of land owned now or formerly of Andreanne & Contaxes D. Johnson in part,
all along a line having a bearing of N 56 o 09' 03" E for a distance of 705.44 feet to a point;


 


Thence continuing in a northeasterly direction along the northerly
boundary of the herein described parcel of land along the southerly boundary of property owned now or formerly by said Andreanne
& Contaxes D. Johnson in part, thence along land owned now or formerly by Barbara Clemente, Est. in part, thence along land
owned now or formerly by Jacob & Virginia Maurath & survivors in part, thence along the southerly boundary of land owned
now or formerly by Paul S. & Cynthia E. Cooper, in part, thence along the southerly boundary of land owned now or formerly
by Ludwik & Danuta Wagner in part, thence along the southerly boundary of land owned now or formerly by Frank & Laurie
L. Tomaszek and along the southerly boundary of land owned now or formerly by Alfred J. & Patricia A. Winzer in part all along
a line having a bearing of N 56 o 36' 03" E for a distance of 523.22 feet to a point which marks the most northeasterly
corner of the herein described parcel;


 


Thence proceeding in a southwesterly direction along the northwesterly
boundary of land owned now or formerly of Szkotnicki Family Limited Partnership along a line having a bearing of S l5 o 02'
33" W for a distance of 264.25 feet to a point;


 


Thence proceeding in a southeasterly direction along the westerly
boundary of land owned now or formerly by said Szkotnicki Family Limited Partnership along a line having a bearing of S 39 o
29' 47" E for a distance of 425.14 feet to a point on the northerly highway line of the Boston Post Road which point is marked
by an iron pin and which point marks the most southeasterly corner of the herein described parcel;




    	 



    	 



    

 


Thence proceeding in a southwesterly direction along the northerly
highway line of said Boston Post Road along the following bearings and distances in order: S 56o55' 18" W, 216.36 feet,
thence S56o27'18" W, 150.00 feet, thence S 56 o 00'18" W for a distance of 164.70 feet to the point and place
of beginning.


 


The above described parcel of land contains 12.033 acres in area.


 


# 1634 Boston Post Road:


 


A CERTAIN PIECE OR PARCEL OF LAND SITUATED IN THE CITY OF MILFORD,
CONNECTICUT, SAID PARCEL OF LAND BEING DEPICTED AS "LEASE PARCEL 'B', AREA = 1.334 ACRES", #1634 "'OUTSVILLE', EXISTING
BUILDING'' ON A CERTAIN MAP ENTITLED ''LEASE LINE MAP, #1620-#1634 BOSTON POST ROAD, MILFORD, CONNECTICUT.. 2/1/06, REV. 5/16/06
BY WESTCOTT & MAPES, INC. NEW HAVEN, CONNECTICUT", SAID PARCEL OF LAND BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS
FOLLOWS:


 


BEGINNING AT A POINT ON THE NORTHERLY HIGHWAY LINE OF BOSTON POST
ROAD (U.S. RTE. 1), SO CALLED, SAID POINT BEING THE MOST SOUTHWESTERLY CORNER OF THE HEREIN DESCRIBED LEASE PARCEL AND THE MOST
SOUTHEASTERLY CORNER OF #1620 BOSTON POST ROAD, ALL AS DEPICTED ON THE ABOVE REFERENCED MAP;


 


THENCE PROCEEDING IN A NORTHWESTERLY DIRECTION ALONG THE EASTERLY
BOUNDARY OF SAID #1620 BOSTON POST ROAD, AS DEPICTED ON THE ABOVE REFERENCED MAP, ALONG A LINE HAVING A BEARING OF N 34o 44'
24" W FOR A DISTANCE OF 259.81 FEET TO A POINT WHICH MARKS THE MOST NORTHWESTERLY CORNER OF THE HEREIN DESCRIBED LEASE PARCEL;


 


THENCE PROCEEDING IN A NORTHEASTERLY DIRECTION ALONG THE NORTHERLY
BOUNDARY OF SAID # 1634 BOSTON POST ROAD, AS DEPICTED ON THE ABOVE REFERENCED MAP, ALONG A LINE HAVING A BEARING OF N 56 o
00' 18'' E FOR A DISTANCE OF 224.43 FEET TO A POINT WHICH MARKS THE MOST NORTHEASTERLY CORNER OF THE HEREIN DESCRIBED LEASE PARCEL.




    	 



    	 



    

 


THENCE PROCEEDING IN A SOUTHEASTERLY DIRECTION ALONG THE EASTERLY
BOUNDARY OF SAID #1634 BOSTON POST ROAD, AS DEPICTED ON THE ABOVE REFERENCED MAP, ALONG A LINE HAVING A BEARING OF S 33 o
59' 42" E FOR A DISTANCE OF 262.00 FEET TO A POINT WHICH MARKS THE MOST SOUTHEASTERLY CORNER OF THE HEREIN DESCRIBED LEASE
PARCEL;


 


THENCE PROCEEDING IN A SOUTHWESTERLY DIRECTION ALONG THE SOUTHERLY
BOUNDARY OF SAID # 1634 BOSTON POST ROAD ALONG A LINE HAVING A BEARING OF S 56o 34' 41'' W FOR A DISTANCE OF 221.06 FEET TO
THE POINT AND PLACE OF BEGINNING.


 


THE ABOVE DESCRIBED LEASE PARCEL OF LAND CONTAINS 1.334±
ACRES OF LAND IN AREA.


 


Together with appurtenant easement rights as set forth in a Declaration
of Reciprocal Easements and Restrictive Covenants dated June 12, 2006 and recorded in Volume 3094 at Page 453; as amended by instrument
dated December 17, 2010 and recorded in Volume 3391 at Page209 of the Milford Land Records.