Exhibit 10.4


 


POST CLOSING AGREEMENT


THIS
POST CLOSING AGREEMENT (this "Agreement”) is executed as of the 23rd day of May, 2014, by and among LAKESIDE
CROSSING LYNCHBURG, LLC, a Georgia limited liability company(“Seller”) and IREIT Lynchburg Lakeside,
L.L.C., a Delaware limited liability company (“Buyer”).


RECITALS


		A.	Seller
                                         and Buyer entered into that certain Real Estate Sale Contract dated October 4, 2014,
                                         as amended (the "Sale Contract") with regard to the property described
                                         therein.



		B.	The
                                         purchase and sale transaction under the Sale Contract is to close on or about May 23,
                                         2014 (“Closing”).



		C.	As
                                         of the date of Closing, there remain certain obligations to be completed as between Buyer
                                         and Seller, as set forth in this Agreement and if not for the agreements of Seller described
                                         herein, Buyer would not close upon the acquisition of the Property at this time. 



 


NOW, THEREFORE, in consideration of the premises,
the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.              
Seller and Buyer, as applicable, agree to use commercially reasonable efforts to complete
the items listed at Exhibit “A” (“Post Closing Obligations”) within the time frame
provided for each item, as applicable and any detailed specific information instructions listed below the chart, see corresponding
item list and specific instructions and obligations of Seller. 


2.              
If any item listed at Exhibit “A” is not completed by Seller and/or Buyer,
as applicable, nor waived in writing by the other party within the time period specified, then such other party shall have the
right, without further notice, to complete that item of Post Closing Obligations, and the responsible party shall pay for or reimburse
such performing party for its reasonable costs in so completing the item.


3.              
Except to the extent specifically provided in this Agreement, the terms and provisions
of the Sale Contract shall remain in full force and effect. In the event of any inconsistency between the Sale Contract and this
Agreement, the terms of this Agreement shall control.


4.              
The terms of this Post Closing Agreement shall survive the Closing of the sale and purchase
of the Property.


 


IN WITNESS WHEREOF, the parties have duly executed
this Post Closing Agreement on this 23rd day of May, 2014.


 


 


(Signatures on following page)




    	 



    	 



    

Signature page: Post Closing


 


 


 


	Buyer:	 
	 	 	 	 
	
        IREIT Lynchburg Lakeside, L.L.C.,

        a Delaware limited liability company
	 
	 	 	 	 
	By:	
        Inland Real Estate Income Trust, Inc., a Maryland

        corporation, its sole member
	 
	 	 	 	 
	 	By:	/s/ Mary J. Pechous	 
	 	Its:	Assistant Secretary	 


 


 


 


	Seller:	 
	 	 	 	 
	
        Lakeside Crossing Lynchburg, LLC,

        a Georgia limited liability company, its Manager
	 
	 	 	 	 
	 	By:	/s/ Stephen J. Collins	 
	 	Name:	Stephen J. Collins	 
	 	Title:	Manager	 


 


 


 


 


 


 


 




    	 



    	 



    

 


 


Exhibit “A”


Post Closing Obligations


	ITEM	BY:	DUE:
	1.	Transfer warranties (Buildings A, B C, D (Panera), E and G to name of Buyer 	Seller	60 days 
	2.	Inspection Report items to be corrected by Seller	Seller	
        See section 15 (a)

        of Agreement

	3.	Massage Envy and US Cellular roof leaks	Seller	One year
	4.	Fresh Market Floor Defect and Indemnity	Seller/Buyer	60 days 


 


Item 1:
WARRANTY TRANSFERS


 


Seller, at its sole cost and expense of Seller, agrees
to (i) execute all documents and pay all inspection, transfer fees and perform all work, if any, necessary to transfer all warranties
(including roof) for the Property in to the name of the Buyer; and (ii) provide all transferred warranties written confirmation
to Buyer. Such obligations shall be completed no later than sixty (60) days from the date of this Agreement.


Item 2: INSPECTION REPORT ITEMS TO BE COMPLETED
BY SELLER


Seller, at its sole cost and expense, agrees to complete
all repair items as listed on the attached DuraSeal Report Exhibit “B. These repair items were identified by Buyer’s
inspection of the Property prior to the Closing date. The provisions in paragraph 15 (a) of the Agreement still survive the Closing
for the respective time periods as set forth in the Agreement.


Item 3: MASSAGE ENVY AND US CELLULAR
ROOF LEAK INDEMNITY 


 


Roof Leaks: The Massage Envy and US Cellular
tenant estoppels cites a Landlord default due to a roof leak. Seller previously contacted L.F. Jennings Company to resolve the
issue and letters were issued confirming on May 1, 2014 no leaks were present at either site. Notwithstanding the above, Seller
agrees to perform all roof repairs for roof defects that are claimed by the Tenant should Massage Envy and/or US Cellular make
such written claims or demands of Landlord. This indemnity survives the Closing date until the repairs have been completed to Buyer’s
satisfaction as well as Massage Envy and US Cellular tenants. The provisions in paragraph 15 (a) of the Agreement are applicable.


 


Item 4: FRESH MARKET (FLOOR DEFECT
AND FLOOR INDEMNITY)


 


Floor Defect: Seller acknowledges that in the
Fresh Market estoppel (see attached Exhibit “C”), Fresh Market advised Seller they are currently exploring the
cause of a certain floor tile cracking within the leases premises. Seller’s contractor has advised that the issue is related
to the tile floor installation and not the floor installation. The tile floor installation was performed by Fresh Market’s
flooring contractor. Notwithstanding the above, Seller agrees that Seller will perform or cause to be performed all work at Seller’s
sole cost and expense to correct any such floor installation defect should Fresh Market provide written notice to Buyer (as Landlord)
of a floor defect or requested repair within one year of the Closing date. Any such claim is also covered per section 15 (a) of
the Agreement.