Exhibit 10.6


BILL OF SALE AND ASSIGNMENT AND
ASSUMPTION

OF LEASES AND SERVICE CONTRACTS


This Bill of Sale
and Assignment and Assumption of Leases and Service Contracts (this "Agreement") is made and entered into this
27th day of July, 2017, by and between Verandas at Mitylene, LLC, a Delaware limited liability company ("Seller"),
and IRESI Montgomery Mitylene, L.L.C., a Delaware limited liability company ("Purchaser").


W
I T N E S S E T H:


WHEREAS, Seller
and Inland Real Estate Acquisitions, Inc., an Illinois corporation, have previously entered into that certain Purchase and Sale
Agreement, dated May 30, 2017, as amended by that certain First Amendment to Purchase and Sale Agreement dated June 12, 2017, as
further amended by that certain Second Amendment to Purchase and Sale Agreement dated July 6, 2017, as further amended by that
certain Third Amendment to Purchase and Sale Agreement dated July 19, 2017 (collectively, as assigned to Purchaser, the "Contract"),
having Chicago Title Insurance Company as party for the limited purposes set forth therein;


WHEREAS, concurrently
with the execution and delivery of this Agreement and pursuant to the Contract, Seller is conveying to Purchaser, by Statutory
Warranty Deed, (i) those certain tracts or parcels of real property located in Montgomery, Montgomery County, Alabama, and more
particularly described on Exhibit A, attached hereto and made a part hereof (the "Land"), (ii) the
rights, easements and appurtenances pertaining to the Land (the "Related Rights"), and (iii) the buildings, structures,
fixtures and other improvements on and within the Land (the "Improvements"; and the Land, the Related Rights and
the Improvements being sometimes collectively referred to as the "Real Property");


WHEREAS, Seller
has agreed to convey to Purchaser certain personal property and assign to Purchaser certain leases and service contracts as hereinafter
set forth;


NOW, THEREFORE,
in consideration of the receipt of Ten Dollars ($10.00), the assumptions by Purchaser hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:


1.                 
Bill of Sale:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under the Tangible
Personal Property and the Intangible Property. Seller warrants to Purchaser that Seller owns good title to the Tangible Personal
Property, that the Tangible Personal Property is free and clear of all liens, charges and encumbrances other than the Permitted
Exceptions (as defined in the Contract), and that Seller has full right, power and authority to sell the Tangible Personal Property
and to make this Bill of Sale. Seller further warrants to Purchaser that Seller has not conveyed to any third party its right,
title and interest, if any, in the Intangible Property.




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(b)       "Tangible
Personal Property" means all tangible personal property owned by Seller upon the Land or within the Improvements, including
specifically, without limitation, appliances, equipment, furniture, furnishings, carpeting, draperies and curtains, tools and supplies,
and other items of tangible personal property owned by Seller and used exclusively in connection with the ownership, use, maintenance
or operation of the Land and the Improvements, and including those items of tangible personal property identified on Exhibit
B, attached hereto and made a part hereof by this reference; provided, however, that the Tangible Personal Property does
not include the following items: (i) cash and cash equivalents, and any reserves or other deposits funded or made in connection
with any financing encumbering the Property, (ii) computer software and computer files, (iii) any time clock(s), (iv) personal
property owned by tenants under the Leases, (v) any equipment installed by, or in connection with, any telecommunication or utility
provider and which is owned by a party other than Seller, (vi) any items owned by employees of Seller or any property manager,
(vii) any items leased to Seller, (viii) any digital voice receivers used in connection with recorded music at the Property, and
(ix) all brochures, advertising copy, promotional materials, manuals, reports, portfolios, binders, training materials and other
items on which the name "Flournoy" appears.


(c)       "Intangible
Property" means (i) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller in connection
with the Improvements or the Tangible Personal Property, including without limitation that certain Limited Shingle Warranty from
Atlas Roofing Corporation; (ii) all governmental permits, licenses and approvals, if any, belonging to or inuring to the benefit
of Seller and pertaining to the Real Property or the Tangible Personal Property, but only to the extent that such permits, licenses
and approvals are assignable, and only to the extent that such permits, licenses and approvals relate to the Real Property or the
Tangible Personal Property, as opposed to other property of Seller or its affiliates; (iii) resident and tenant files for current
residents and tenants as of the Closing Date, (iv) architectural and civil plans and specifications (to the extent in Seller's
possession but excluding any right to reproduce or otherwise use such plans or specifications for future development); (v) the
right to use the name "Verandas at Mitylene Apartments"; (vi) all assignable telephone numbers, URLs and website
domain names associated with the Real Property including but not limited to the right, at Purchaser's expense, to use www.verandasmontgomery.com
for a period of one (1) year after the Closing solely for the purpose of forwarding visitors to Purchaser's website for the Real
Property; but excluding any rights in or to the use of the name "Flournoy"; (vii) all logos, works of art, graphic designs
and all videos and photos owned and used by Seller in connection with the Real Property; provided that the item listed in this
clause (vii) does not use or display the name "Flournoy" and (viii) other non-confidential and non-proprietary records
owned by Seller and used in connection with the operation of the Real Property or any part thereof, and located on-site as of the
Closing Date, (the property described in this subparagraph 1(c), other than the excluded items, being sometimes herein referred
to collectively as the "Intangible Property").




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2.                 
Assignment and Assumption of Leases:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest as landlord in, to and under
all rental agreements, leases and other agreements in effect as of the date of this Agreement demising space in or providing for
the use or occupancy of the Real Property (the "Leases"), together with any and all unapplied refundable tenant
security and other unapplied refundable deposits in Seller's possession with respect to the Leases as of the date of this Agreement
(collectively, the "Deposits"). The assignment of the Deposits has been made by means of a credit or payment on
the closing statement executed by Seller and Purchaser.


(b)       Purchaser
hereby assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants,
agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed,
observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall
become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof.


(c)       Seller
shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any tenant under any
of the Leases that Seller has failed to perform, observe and comply with its obligations as landlord under any of the Leases during
the period before the date hereof, other than with respect to the Deposits (to the extent paid or assigned to Purchaser or for
which Purchaser has received a credit or payment at Closing).


(d)       Purchaser
shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses,
costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim
or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply
with the landlord's obligations under any of the Leases arising or accruing during the period from and after the date hereof, including
without limitation, claims made by tenants with respect to the Deposits, whether arising before, on or after the date hereof (to
the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing).


(e)       equivalent
party under any of the Leases, and the word "tenant" means the tenant, lessee or other equivalent party under any of
the Leases.




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3.                 
Assignment and Assumption of Service Contracts:


(a)       Seller
hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under those service,
supply, equipment rental and similar agreements set forth on Exhibit C, attached hereto and made part hereof by this
reference (the "Service Contracts").


(b)       Purchaser
hereby assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants,
agreements, conditions and other terms and provisions stated in the Service Contracts which, under the terms of the Service Contracts,
are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges
that Purchaser shall become solely responsible and liable under the Service Contracts for obligations arising or accruing from
and after the date hereof, including with respect to any and all payments coming due under the Service Contracts for which Purchaser
has received a credit or payment on the closing statement executed by Purchaser and Seller (the "Credited Payments").


(c)       Seller
shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities,
losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any
such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any other contract party
under any of the Service Contracts that Seller has failed to perform, observe and comply with its obligations under any of the
Service Contracts during the period before the date hereof, other than with respect to the Credited Payments (to the extent paid
or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing).


(d)       Purchaser
shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses,
costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim
or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply
with its obligations under any of the Service Contracts arising or accruing during the period from and after the date hereof, including
without limitation, claims made by any other contract party with respect to the Credited Payments, whether arising before, on or
after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing).


4.                 
Qualifications. This Agreement is subject to the Permitted Exceptions (as defined in the Contract). This Agreement
is also subject to those provisions of the Contract limiting Seller's liability to Purchaser, including but not limited to Article
9 of the Contract.




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5.                 
Counterparts. This Agreement may be executed in two or more identical counterparts, and it shall not be necessary
that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart shall be
deemed an original, but all of such counterparts taken together shall constitute one and the same instrument.


6.                 
Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors, executors,
administrators, legal representatives and assigns of the parties hereto.


7.                 
Governing Law. This Agreement shall be construed under and enforced in accordance with the laws of the State of Alabama.


 


 


[Signatures begin on
the following page]



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EXECUTED effective
as of the date first above written.


	 	
        SELLER:

         

        VERANDAS AT MITYLENE, LLC,

        a Delaware limited liability company

	 	 	 	 	 
	 	By:	
        FDC Development JV, LLC,

        a Delaware limited liability company,

        its sole Member

	 	 	 	 	 
	 	 	By:	
        Flournoy Development Company, LLC,

        a Georgia limited liability company,

        its Manager

	 	 	 	 	 
	 	 	 	By:	/s/ Jeremy W. Brewer
	 	 	 	 	Jeremy W. Brewer
	 	 	 	 	Authorized Representative


 


 


[Signatures continue
on the following page]




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        PURCHASER:

         

        IRESI
        Montgomery Mitylene, L.L.C.,

        a Delaware limited liability company

	 	 	 	 	 	 
	 	 	By:	
        Inland Residential Operating Partnership, L.P.,

        a Delaware limited partnership, its sole member

	 	 	 	 	 	 
	 	 	 	By:	
        Inland Residential Properties Trust, Inc.,

        a Maryland corporation, its general partner

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


 


 


[End of Signatures]




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EXHIBIT A


Legal Description of
Land


Parcel A:


Commence at the intersection of the south right-of-way
of Atlanta Highway (U.S. Highway 80) (ROW Varies) and the west line of Section 10, Township 16 North, Range 19 East, Montgomery
County, Alabama; thence along said south right-of-way, South 55 degrees 39 minutes 23 seconds East, 1991.82 feet; thence South
34 degrees 23 minutes 24 seconds West, 709.32 feet; thence South 59 degrees 24 minutes 13 seconds East, 842.93 feet to the Point
of Beginning; thence from said point of beginning continue South 59 degrees 24 minutes 13 seconds East, 787.00 tent; thence South
17 degrees 04 minutes 08 seconds West, 386.47 feet; thence South 21 degrees 11 minutes 48 seconds West, 384.95 feet to the north
right-of-way of Kershaw Railroad Property (100 foot ROW); thence along the said north right-of-way, North 60 degrees 11 minutes
58 seconds West, 1324.00 feet; thence North 56 degrees 57 minutes 42 seconds East 253.27 feet; thence north 29 degrees 32 minutes
28 seconds West, 241.03 feet; thence North 61 degrees 11 minutes 23 seconds East, 66.00 feet; thence South 29 degrees 32 minutes
28 seconds East, 236.16 feet; thence North 56 degrees 57 minutes 42 seconds East, 544.39 feet to the Point of Beginning. Said Parcel
lying in the Northwest 1/4 of Section 15, T-16-N, R-19-E, Montgomery County, Alabama.


 


Parcel B:


Commence at the intersection of the south right-of-way
of Atlanta Highway (U.S. Highway 80) (ROW Varies) and the west line of Section 10, Township 16 North, Range 19 East, Montgomery
County, Alabama; thence along said south right-of-way, South 55 degrees 39 minutes 23 seconds East, 1991.82 feet; thence South
34 degrees 23 minutes 24 seconds West 709.32 feet; thence South 59 degrees 24


minutes 13 seconds East, 842.93 feet; thence
continue South 59 degrees 24 minutes 13 seconds East


787.00 feet; thence South 17 degrees 04 minutes
08 seconds West 386.47 feet; thence South 21 degrees 11 minutes 48 seconds West, 95.95 feet to the Point of Beginning; thence from
said point of beginning, South 68 degrees 48 minutes 12 seconds East, 541.82 feet; thence South 10 degrees 02 minutes 54 seconds
West, 210.35 feet; thence South 88 degrees 47 minutes 25 seconds West, 327.71 feet to the north right-of-way of Kershaw Railroad
Property (100 foot ROW); thence along said north right-of-way, North 60 degrees 11 minutes 58 seconds West 282.70 feet; thence
North 21 degrees 11 minutes 48 seconds West, 289.00 feet to the Point of Beginning. Said parcel lying in the Northwest 1/4 and
Northeast 1/4 of Section 15, T-16-N, R-19-E, Montgomery County Alabama.


 


PARCEL C:


TOGETHER WITH, for the benefit of Parcels A and B, above, easement
contained in the following:


 


A Reciprocal Drainage Easement, contained in Reciprocal Drainage
Easement and Maintenance Agreement, dated October 14, 2005, recorded on October 25, 2005, Book 3194, Page 487, in said Probate
Office records.




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EXHIBIT B


 


Inventory of Tangible
Personal Property


[ATTACHED]


 




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EXHIBIT C


List of Designated
Service Contracts


Knology (Resident Cable, Internet, Telephone)


Montgomery Water (Waste Water)


Valet Waste (Trash Removal)


Cort Furniture (Rental Furniture for Corporate
Apartments Based on Leases)


 


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