Exhibit
10.10


 





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 LP, 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 LP, LLC,

        a Pennsylvania limited liability company

	 	 	 	 	 
	 	By:	
        O’CONNOR/REALVEST SETTLERS RIDGE II (LP) 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


 


 


 


Limited Partner
of Settlers Ridge
Management, L.P., a
Pennsylvania limited partnership
- 99% partnership interest