Exhibit 10.13


 


 


AGREEMENT REGARDING GROUND LEASE
ASSIGNMENT


 


THIS AGREEMENT
REGARDING GROUND LEASE ASSIGNMENT (this "Assignment Agreement") dated as of the 1st day of October, 2015, by and between
O'CONNOR/REALVEST MILFORD LLC ("Assignor") and IREIT MILFORD MARKETPLACE, L.L.C. ("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 Assignor's interests under
that certain Ground Lease dated May 31, 2006, by and between B.L.R. Realty Company, a Connecticut corporation, and 1620-34 Boston
Post Road, LLC, a Connecticut limited liability company, as lessor, and Milford Marketplace, LLC, as lessee, as predecessor in
interest to Assignor, recorded in the Milford Land Records (the "Records") in Book 3094, Page 482, as evidenced by that
certain Notice of Lease dated May 31, 2006, recorded in the Records in Book 3094, Page 478; as amended by that certain Amendment
of Lease dated October 1, 2006, as evidenced by that certain Amended Notice of Lease dated March 16, 2010, recorded in the Records
in Book 3346, Page 41; as amended by that certain Letter Agreement dated April 21, 2010; as assigned by that certain Assignment
and Assumption of Ground Lease dated December 17, 2010, recorded in the Records in Book 3391, Page 216 (collectively, the
"Ground Lease");


 


WHEREAS, Assignor
desires to assign, transfer, set over and deliver to Assignee all of Assignor's right, title and interest in and to the Ground
Lease as provided in that certain Ground Lease Assignment Agreement executed simultaneously herewith and to be recorded with the
Milford Land Records (the "Recorded Assignment"); and


 


WHEREAS, Assignee
desires to accept the assignment and assume the duties and obligations of Assignor with respect to the Ground Lease as provided
in the Recorded Assignment;




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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.During the
Property Representations Survival Period (as such term is defined in the Agreement), Assignor shall defend, indemnify and hold
harmless Assignee from and against any and all Claims for personal injury which are covered by Assignor's insurance resulting from
events occurring during Assignor's period of ownership of the Property and Claims asserted against or incurred by Assignee as a
result of any breach by Assignor under the Ground Lease prior to the date hereof; provided, however, that 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 defined in the Agreement). "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).


 


2.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 the Recorded Assignment, in connection with the Ground
Lease.


 


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


 


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


 


5. This Assignment
Agreement 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 Agreement has been signed, sealed and delivered by the parties as of the date first above written.


 


	 	 	
        ASSIGNOR:

         

        O’CONNOR/REALVEST MILFORD LLC,

        a Delaware limited liability company

	 	 	 	 	 
	 	 	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:

         

        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


 




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