Exhibit 10.11


 


ASSIGNMENT AND ASSUMPTION

OF PURCHASE AND SALE AGREEMENT


 


                This ASSIGNMENT
AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made and
entered into this         day of November,
2005 by Inland Real Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”),
and Inland MB Pittsburgh Bridgeside, DST, a Delaware statutory trust, (“Assignee”).


 


RECITALS


 


                A.            Bridgeside Point Associates, Ltd. (“Seller”)
and Assignor have previously entered into that certain Agreement of Purchase
and Sale dated as of September 26, 2005, as amended (the “Purchase Agreement”),
relating to the sale of a certain office building commonly known as Bridgeside
Point Office building located in Pittsburgh, Pennsylvania.


 


                B.            Assignor desires to assign its
interest in and to the Purchase Agreement to Assignee upon the terms and
conditions contained herein.


 


                NOW, THEREFORE, in
consideration of the receipt of ten and 00/100 Dollars ($10.00) and other good
and valuable consideration in hand paid by Assignee to Assignor, the receipt
and sufficiency of which are hereby acknowledged by Assignor, the parties
hereby agree as follows:


 


1.                                       Recitals.  The foregoing
recitals are, by this reference, incorporated into the body of this Assignment
as if the same had been set forth in the body hereof in their entirety.


2.                                       Assignment and Assumption. 
Assignor hereby assigns, conveys, transfers, and sets over to Assignee
all of Assignor’s right, title, and interest in and to the Purchase Agreement.
Assignee hereby accepts the foregoing Assignment and assumes, and agrees to
perform, all duties, obligations, liabilities, indemnities, covenants, and
agreements of Assignor set forth in the Purchase Agreement.


3.                                       Counterparts. 
This document may be executed in any number of counterparts, each of
which may be executed by any one or more of the parties hereto, but all of
which must constitute one instrument and shall be binding and effective when
all parties hereto have executed as least one counterpart.


4.                                       Successors.  This Assignment
shall be binding upon and for the benefit of the parties hereto and their
respective Successors and Assigns.


 


 





















 


                IN WITNESS WHEREOF, Assignor and Assignee have caused
this Assignment to be executed as of the day and year first written above.


	
  ASSIGNOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  An Illinois Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By:

  	
  /s/ G. JOSEPH COSENZA

  	
   

  
	
  Name:

  	
  G. Joseph Cosenza

  	
   

  
	
  Title:

  	
  President

  	
   

  



 


 


	
  ASSIGNEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MB BRIDGESIDE PITTSBURGH, DST,

  a Delaware statutory trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By:

  	
  Minto Builders (Florida), Inc., a Florida
  corporation,

  its signatory trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ VALERIE MEDINA

  
	
   

  	
  Name:

  	
  Valerie Medina

  
	
   

  	
  Title:

  	
  Assistant Secretary

  



 


 


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