Exhibit 10.1


 


FIRST AMENDMENT


TO


DEALER MANAGER AGREEMENT


This First
Amendment To Dealer Manager Agreement (the “Amendment”), effective as of this 19th day of July 2013,
is entered into by and between Inland Real Estate Income Trust, Inc., a Maryland
corporation (the “Company”), and Inland Securities corporation,
a Delaware corporation (the “Dealer Manager”).


WHEREAS, the Company
and the Dealer Manager are parties to the Dealer Manager Agreement, dated October 18, 2012 (the “Agreement”);


WHEREAS, the Company
and the Dealer Manager desire to amend Section 4(d) of the Agreement and Sections 4(c), 9(a) and 9(f)
of Exhibit A to the Agreement, as set forth herein; and


WHEREAS, the board
of directors of the Company, including a majority of the independent directors of the Company, approved the Amendment on the terms
set forth herein as being fair and reasonable to, and in the best interest of, the Company.


NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound hereby, do hereby agree, as follows:


1.Defined
Terms. Any term used herein that is not otherwise defined herein shall have the meaning ascribed to such term as provided in
the Agreement.


2.No Commissions
in Respect of Special Sales. Section 4(d) of the Agreement is hereby amended by deleting it in its entirety and replacing
it with the following:


		(d)	No Commissions in Respect of Special Sales. The Company will not pay
the Selling Commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean:
(i) the sale of Shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who
request and are entitled to purchase Shares net of Selling Commissions for $9.30 per Share; (ii) Shares credited to an investor
as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related
brokerage services include a fixed or “wrap” fee feature. The Marketing Contribution will, however, be paid and may
be reallowed in respect of any Special Sales.



3.No Commissions
in Respect of Special Sales. Section 4(c) of Exhibit A to the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:




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		(c)	No Commissions in Respect of Special Sales. No Selling Commission
or Marketing Contribution shall be paid in connection with Shares issued by the Company as compensation for services performed
or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates,
or the sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates.
You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that
all sales of Shares described in this Section 4(c) shall comply, and be made in accordance, with the rules of FINRA, specifically
including, but not in any way limited to, FINRA Rule 5130 therein.



			No Selling Commission shall be payable in connection with Special Sales.
For purposes of this Agreement, “Special Sale” shall mean: (i) the sale of shares to each Soliciting Dealer
and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net
of Selling Commissions for $9.30 per Share; (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale
of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap”
fee feature. The Marketing Contribution will, however, be paid and may be reallowed in respect of any Special Sales. You acknowledge
and agree that all sales of Shares described in the foregoing paragraph of this Section4(c) shall comply, and be made in
accordance, with the rules of FINRA, specifically including, but not in any way limited to, FINRA Rule 5130 therein.



4.Indemnification.
The last sentence of Section 9(a) of Exhibit A to the Agreement is hereby amended by deleting it in its entirety
and replacing it with the following:


			We and the Company shall reimburse the Soliciting Dealer Indemnified Parties
for any reasonable legal or other expenses reasonably incurred by the Soliciting Dealer Indemnified Parties, in connection with
investigating or defending any loss, claim, damage, liability or action.



5.Indemnification.
The reference to Section 11 in the first sentence of Section 9(f) of Exhibit A to the Agreement is hereby
amended by deleting it in its entirety and replacing it with a reference to Section 9.


6.Continuing
Effect. Except as otherwise set forth in this Amendment, the terms of the Agreement shall continue in full force and effect
and shall not be deemed to have otherwise been amended, modified, revised or altered.


7.Counterparts.
The parties agree that this Amendment has been or may be executed in several counterparts, each of which shall be deemed an original,
and all counterparts shall together constitute one and the same instrument.




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IN WITNESS WHEREOF, the
parties have duly executed this Amendment, effective as of the date first written above.


 


 


	 	Inland Real Estate
        Income Trust, Inc.,

        a Maryland corporation

	 	 
	 	 
	 	By:	/s/ JoAnn M. McGuinness
	 	Name:	JoAnn M. McGuinness
	 	Title:	President


 


 


 


	 	Inland Securities
        Corporation,

        a Delaware corporation

	 	 
	 	 
	 	By:	/s/ Roberta S. Matlin
	 	Name:	Roberta S. Matlin
	 	Title:	Vice President
	 	 	 


 


 


 


 


 


 


Signature
Page – Amendment to Dealer Manager Agreement


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