0001528985-12-000013 Sample Contracts

MASTER REAL ESTATE MANAGEMENT AGREEMENT
Master Real Estate Management Agreement • October 24th, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS MASTER REAL ESTATE MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 18, 2012, is entered into by and between INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“the Company”), and INLAND NATIONAL REAL ESTATE SERVICES II, LLC, a Delaware limited liability company (“the Manager”).

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BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • October 24th, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 18, 2012, is entered into by and between INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”) and IREIT BUSINESS MANAGER & ADVISOR INC., an Illinois corporation (the “Business Manager”).

ESCROW AGREEMENT
Escrow Agreement • October 24th, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 18th day of October, 2012 by and among Inland Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 24th, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made and entered into as of this October 18, 2012, by and between Inland Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”) and IREIT Business Manager & Advisor, Inc. an Illinois corporation (the “Business Manager”) and Inland Investment Advisors, Inc., an Illinois corporation (“Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), for the purpose of setting forth the terms and conditions pursuant to which Adviser will manage the REIT’s assets designed for management hereunder.

INLAND REAL ESTATE INCOME TRUST, INC. SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT October 18, 2012
Dealer Manager Agreement • October 24th, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

Inland Real Estate Income Trust, Inc., a Maryland corporation formed on August 24, 2011 (the “Company”), is offering upon the terms and conditions set forth in the Prospectus (as defined below) (i) on a “best efforts” basis up to 150,000,000 shares of common stock, $.001 par value per share (the “Shares”), for a purchase price of $10.00 per Share with a minimum initial investment of $3,000 ($1,000 in the case of tax-exempt entities) and (ii) up to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment plan (collectively, the “Offering”). Each subscriber will be required to enter into a subscription agreement substantially in the form of the Subscription Agreement attached as Appendix C-1 to the Prospectus (appropriately modified, in the case of Canadian subscribers, to conform to applicable requirements of Canadian provincial and territorial securities laws) (as may be amended by the Company from time to time, the “Subscri

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