0000892626-13-000006 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of December 28, 2012, by INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“IREIC”), and INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“IREIT”), each having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (individually and collectively, as the context may require, “Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and between THE BROADWAY GROUP, LLC, an Alabama limited liability company, (herein referred to as “Assignor”), and IREIT LAGRANGE HAMILTON DG, L.L.C., (herein singly or collectively referred to as “Assignee”);

REPAYMENT GUARANTY
Repayment Guaranty • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This REPAYMENT GUARANTY ("Guaranty") is executed effective as of December 27, 2012, by INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation ("Guarantor"), for the benefit of BANK OF THE OZARKS ("Lender").

SECURITY AGREEMENT
Security Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS SECURITY AGREEMENT is made and entered into as of December 27, 2012, by and between Inland Real Estate Investment Corporation, a Delaware corporation (whether one or more, "Debtor"), whose address is 2901Butterfield Road, Oak Brook, Illinois 60523, and BANK OF THE OZARKS ("Lender"), whose address is 8201 Preston Road, Suite 700, Dallas, Texas 75225.

MEZZANINE GUARANTY AGREEMENT
Mezzanine Guaranty Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS MEZZANINE GUARANTY AGREEMENT (this “Guaranty”) is executed as of December 28, 2012 by INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America (“Lender”).

MEZZANINE CONTROL AGREEMENT
Mezzanine Control Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This MEZZANINE CONTROL AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2012, by and among IREIT DG SPE II MEMBER, L.L.C., a Delaware limited liability company (“Pledgor”), THE ENTITIES LISTED ON EXHIBIT A HERETO, each a Delaware limited liability company (individually and collectively, as the context may require, “Pledged Entity”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Lender”).

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and between THE BROADWAY GROUP, L.L.C., an Alabama limited liability company, (herein referred to as “Assignor”), and IREIT VALLEY DG, L.L.C., a Delaware limited liability company, (herein referred to as “Assignee”);

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and between THE BROADWAY GROUP, L.L.C., an Alabama limited liability company, (herein referred to as “Assignor”), and IREIT MARYVILLE DG, L.L.C., a Delaware limited liability company, (herein referred to as “Assignee”);

Contract
Security Agreement and Financing Statement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS INSTRUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: Kevin A. Sullivan, Esq. Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT LETTER
Assignment and Assumption of Purchase Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned Highwood Investments, LLC, an Illinois limited liablility company (“Assignor”) hereby assigns to Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Assignee”) all of Assignor’s right, title and interest to purchase those properties leased to Dolgencorp, LLC which are located at (i) 2956 Hamilton Road, LaGrange, Georgia, (ii) 112 Wares Cross Road, LaGrange, Georgia, (iii) 7768 Newnan Road, Brooks, Georgia, (iv) 109 Sam Houston School Road, Maryville, Tennessee, (v) 4919 Lee Road 270, Valley, Alabama, (vi) 501 E. Main Street, Daleville, Alabama and (vii) 5475 Moffett Road, Mobile, Alabama (“Properties”) pursuant to that certain Purchase Agreement Letter between Assignor, as purchaser, and The Broadway Group, LLC, as seller, dated July 30, 2012 (the “Purchase Agreement Letter”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is executed effective as of December 27, 2012, by IREIT NEWINGTON FAIR, L.L.C., a Delaware Limited liability company ("Indemnitor"), for the benefit of BANK OF THE OZARKS ("Lender").

ASSIGNMENT
Inland Real Estate Income Trust, Inc. • January 3rd, 2013 • Real estate investment trusts

Inland Real Estate Acquisitions, Inc. (“IREA”) entered into that certain Purchase And Sale Agreement (as amended and reinstated ) [“Contract”] as Purchaser, with Newington-Berlin Retail, LLC, a Connecticut limited liability company (“N-B”) as Seller, for the purchase of the L. A. Fitness and Sam’s Club portion of the Newington Fair Shopping Center (the “Property”). The Contract was dated as of May 9, 2012, and IREA was originally prepared to assign the Contract to Inland Diversified Newington Fair, L.L.C. (“IDN”), but such assignment was never completed and IDN has elected not to purchase the Property. Each of IREA and IDN hereby sell, assign, transfer and convey to IREIT Newington Fair, L.L.C., a Delaware limited liability company (“IREIT”) , all of IREA’s and IDN’s respective right, title and interest in and to the Contract and IREIT assumes all obligations of the Purchaser under the Contract. Further, Each of IREA and IDN hereby sell, assign, transfer and convey to IREIT all tenant

Highwood Investments, LLC
Inland Real Estate Income Trust, Inc. • January 3rd, 2013 • Real estate investment trusts

This letter represents this corporation's offer to purchase the Sixteen (17) Dollar General Stores with an approximate aggregate 157,242 net rentable square feet, situated on an aggregate of approximately 21.17 acres of land, located as shown in Paragraph #1 below.

ASSIGNMENT OF RENTS
Inland Real Estate Income Trust, Inc. • January 3rd, 2013 • Real estate investment trusts • Texas

THIS ASSIGNMENT OF RENTS (this "Assignment") executed as of December 27, 2012, by IREIT NEWINGTON FAIR, L.L.C., a Delaware limited liability company, having its address and principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523, as assignor ("Borrower") to BANK OF THE OZARKS, having an address at 8201 Preston Road, Suite 700, Dallas, Texas 75225, as assignee, and its successor and assigns ("Lender")

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and between THE BROADWAY GROUP, L.L.C., an Alabama limited liability company, (herein referred to as “Assignor”), and IREIT DALEVILLE DG, L.L.C., a Delaware limited liability company, (herein referred to as “Assignee”);

BLOCKED ACCOUNT CONTROL AGREEMENT (Lender Control)
Blocked Account Control Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This Blocked Account Control Agreement (this “Agreement”) is entered into as of December 27, 2012 among INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“Depositor”), BANK OF THE OZARKS as lender (the “Lender”), and BANK OF THE OZARKS as depository bank (“Bank”), and sets forth the rights and obligations of the parties with respect to the Deposit Account (defined below).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 28th day of December, 2012, by THE ENTITIES SET FORTH ON SCHEDULE A ATTACHED HERETO, each having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523 (individually and collectively, as the context requires, “Borrower”), and INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“IREIC”), and INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“IREIT”; together with IREIC, individually or collectively as the context may require, “Guarantor”), each having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (Borrower and Guarantor hereinafter referred to, individually and collectively, as the context may require, as “Indemnitor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Connecticut

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 9th day of May, 2012 (the “Effective Date”) between NEWINGTON-BERLIN RETAIL, LLC a limited liability company organized under the laws of the State of Connecticut, whose address is c/o Mr. David A. Stern, Realm Realty Company, 900 Town & Country Lane, Suite 210, Houston, Texas 77024 (hereinafter, "Seller"), and Inland Real Estate Acquisitions, Inc., an Illinois corporation (hereinafter, "Purchaser").

MEZZANINE PLEDGE AND SECURITY AGREEMENT
Mezzanine Pledge and Security Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS MEZZANINE PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is entered into in as of December 28, 2012, between IREIT DG SPE II MEMBER, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (referred to herein as “Pledgor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

LOAN AGREEMENT
Loan Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

THIS LOAN AGREEMENT ("Agreement") is made and entered into effective as of December 27, 2012, by and between IREIT NEWINGTON FAIR, L.L.C., a Delaware limited liability company ("Borrower"), and BANK OF THE OZARKS ("Lender"). For ease of reference the title of the various articles in this Agreement are provided hereinbelow:

NOTICE OF FINAL AGREEMENT
Notice of Final Agreement • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS NOTICE OF FINAL AGREEMENT is incorporated in and shall be deemed to amend and supplement any Loan Agreement, as defined below, by IREIT NEWINGTON FAIR, L.L.C., a Delaware limited liability company (whether one or more, the "Borrower"), INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation ("Guarantor"), and BANK OF THE OZARKS (the "Lender"), for the following described transaction:

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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the 28th day of December, 2012, by and between THE BROADWAY GROUP, L.L.C., an Alabama limited liability company, (herein referred to as “Assignor”), and IREIT MOBILE MOFFETT DG, L.L.C., a Delaware limited liability company, (herein referred to as “Assignee”);

GUARANTY
Guaranty • January 3rd, 2013 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Texas

This GUARANTY ("Guaranty") is executed effective as of December 27, 2012, by INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation ("Guarantor"), for the benefit of BANK OF THE OZARKS (together with its successors and assigns, "Lender").

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