PARTIAL ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1.1

PARTIAL ASSIGNMENT OF

PURCHASE AND SALE AGREEMENT

THIS PARTIAL ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made and entered into as of the 28 day of June, 2011, by and between MACQUARIE CNL INCOME, LP, a Delaware limited partnership, having a mailing address at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (“Assignor”), and IN-105 HERITAGE III, LLC, a Delaware limited liability company, having a mailing address at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (“Assignee”).

W I T N E S S E T H:

WHEREAS, Assignor, as Buyer, and Heritage Commons III, Ltd., a Texas limited partnership, and Heritage Commons IV, Ltd., a Texas limited partnership, as Sellers, entered into that certain Purchase and Sale Agreement dated April 25, 2011, as amended by that certain First Amendment to Purchase and Sale Agreement effectively dated May 10, 2011, that certain Second Amendment to Purchase and Sale Agreement effectively dated May 18, 2011, that certain Third Amendment to Purchase and Sale Agreement effectively dated May 23, 2011, that certain Fourth Amendment to Purchase and Sale Agreement effectively dated June 2, 2011, and that certain Fifth Amendment to Purchase and Sale Agreement effectively dated June 6, 2011 (hereinafter collectively referred to as the “Agreement”), with respect to the sale of those certain tracts or parcels of land located at 00000 Xxxxxxxx Xxxxxxx (“Heritage III Property”) and 00000 Xxxxxxxx Xxxxxxx (“Heritage IV Property”), Ft. Worth, Tarrant County, Texas, each as more particularly described in the Agreement (hereinafter the Heritage III and Heritage IV Property are collectively referred to as the “Property”); and

WHEREAS, Assignor has agreed to transfer, set over, assign and convey to Assignee all of Assignor’s rights, privileges, duties and obligations in, to and under the Agreement with regard to the purchase of the Heritage III Property, and Assignee has agreed to assume and perform certain of Assignor’s liabilities and obligations arising under the Agreement with regard to the purchase of the Heritage III Property on and after the date hereof, all in accordance with this Assignment.

NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1.    Assignment.  Assignor hereby transfers, sets over, assigns and conveys unto Assignee all of Assignor’s rights, privileges, duties and obligations in, to and under the above referenced Agreement with regard to the purchase of the Heritage III Property, together with all of Assignor’s rights, title and interest in and to the Heritage III Property described in said Agreement, including, without limitation, all xxxxxxx money deposits paid pursuant thereto, and all rights, power and privileges conferred by the Agreement with regard to the purchase of the Heritage III Property upon Assignor, as Buyer therein, and Assignor hereby authorizes Assignee to exercise said rights, powers and privileges in as full a manner as Assignor is authorized to exercise the same.

2.    Indemnity by Assignor.  Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of (a) any obligation or liability of the Assignor under the Agreement with regard to the purchase of the Heritage III Property which was to be performed or which became due during the period in which Assignor was the Buyer of the Heritage III Property under the Agreement, and (b) any obligation or liability of Assignor with regard to the purchase of the Heritage III Property under the Agreement arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor was the Buyer of the Heritage III Property under the Agreement.

3.    Representations and Warranties.  Assignor hereby represents and warrants to Assignee (a) that it has full power and authority to assign the Agreement with regard to the purchase of the Heritage III Property to Assignee, (b) that the Agreement is in full force and effect and has not been modified or amended in any manner whatsoever with the exception of the above-mentioned amendments, and (c) all right, title and interest of Assignor with regard to the purchase of the Heritage III Property in and to the Agreement is free and clear of any and all claims, liens and encumbrances whatsoever and that it does warrant and will forever defend the same against the claim or claims of all persons whomsoever.

4.    Further Assurances.  Assignor covenants with Assignee and Assignee covenants with Assignor that each will execute or procure any additional documents necessary to establish the rights of the other hereunder.

5.    Counterparts.  This Assignment may be executed by the parties in counterparts, in which event the signature pages thereof shall be combined in order to constitute a single original document.

6.    Binding Effect.  This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors and assigns.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.

Signed, sealed and delivered in the presence of:

ASSIGNOR: MACQUARIE CNL INCOME, LP, a Delaware limited partnership

/s/ Xxxxx Xxxxxx

By:

Macquarie CNL Income, GP, LLC, a

Name:

Xxxxx Xxxxxx

Delaware limited liability company, as General Partner

/s/ Xxxxx X. Xxxxx

By:

Macquarie CNL Global Income

Name:

Xxxxx X. Xxxxx

Trust, Inc. a Maryland corporation, as Managing Member

By:

/s/ Xxxxxx X. Xxxxxxxxxxx

Name:

Xxxxxx X. Xxxxxxxxxxx

Title:

CFO

Signed, sealed and delivered in the presence of:

ASSIGNEE: IN-105 HERITAGE III, LLC, a Delaware limited liability company

/s/ Xxxxx Xxxxxx

Name:

Xxxxx Xxxxxx

By:

/s/ Xxxxxx X. Xxxxxxxxxxx

Name:

Xxxxxx X. Xxxxxxxxxxx

/s/ Xxxxx X. Xxxxx

Title:

CFO/EVP

Name:

Xxxxx X. Xxxxx

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