Inland Real Estate Income Trust (INRE) 8-K Entry into a Material Definitive Agreement

Exhibit 10.9

ASSIGNMENTOFPARTNERSHIPINTEREST

THISASSIGNMENT OFPARTNERSHIPINTEREST(this"Assignment")datedasof the1stdayofOctober,2015,byandbetweenSETTLERS RIDGEMANAGEMENT GP,LLC("Assignor")and INLANDREAL ESTATE INCOME TRUST, INC.("Assignee").

WHEREAS,AssignorandAssignee's predecessorininterestenteredintothat certain PurchaseandSaleAgreementandEscrowInstructionsdated as ofAugust 21, 2015, as amended and assigned, (the"Agreement"),for thesale and purchase of certain"OwnershipInterests"(as more particularly describedinExhibitAattachedhere).

WHEREAS,Assignordesirestoassign,transfer,setoveranddelivertoAssigneeallof Assignor's right,titleandinterestinandto theOwnership Interestsashereinafter provided; and

WHEREAS,Assigneedesirestoaccepttheassignmentandassumethedutiesand obligationsofAssignorwithrespecttotheOwnershipInterests.

NOW,THEREFORE,inaccordancewiththeAgreementandinconsiderationofthesum of TenDollars($10.00),thesufficiencyand receiptofwhich arehereby acknowledged,the partiesdohereby covenantandagreeasfollows andtake the following actions:

1. Assignordoesherebyassign,transfer,setoveranddeliveruntoAssigneeallof theAssignor'sright,titleandinterest, in and to, all of its right,titleand interest in and to the Ownership Interests. Assignor hereby agreesthat such assignment is and shall be irrevocable, unconditional and shall survive and shall not be affected by the subsequent dissolution, bankruptcy orinsolvency of Assignor.

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2. AssigneeherebyacceptstheforegoingassignmentoftheOwnershipInterestsand herebyassumesalldutiesandobligationsofAssignorwithrespecttotheOwnership Interests,to theextent such duties andobligations ariseor accruefromandafterthedate ofthisAssignment. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all Claimsasserted againstor incurred byAssignor asa resultof any actsor omissions, whicharise or accrue after the date of this Assignment, in connection with the Ownership Interests."Claims"meansclaims,demands,causes of action,losses,damages,liabilities, judgments, costs and expenses(including,without limitations,reasonable attorneys'fees, whethersuitis instituted or not). Notwithstanding anything to the contrary contained herein,during the Property Representations Survival Period (as such term is defined in the Agreement), Assignor shall defend, indemnify and hold Assignee harmless from and against any and all Claims (i) for personal injury which are covered by Assignor's insurance resulting from events occurring during theperiod ofownership byO'Connor/RealVest RetailHoldingCompany LLCbeginning on March 5,2012, and (ii) made by Barnes& Noble Booksellers, Inc.,or its successors and/or assigns("B&N Tenant"),withrespecttoAssignor's incorrect billingofB&NTenant'sprorata share oftherealproperty taxesand assessments foryearsprior to calendar year2015;provided, however, thatin each caseofclauses (i) and (ii) above, Assignor's liability underthisdefense, indemnity andholdharmless agreement shall belimited totheamount of,andrecoverable only outof, the Holdback(as suchtermis definedin the Agreement).

3. ThisAssignment ismadewithoutanyexpressorimpliedwarrantyofanykind, expectasexplicitlysetforthintheAgreement.

4. ThisAssignmentshallbe(a)bindingupon,andinuretothebenefitof,theparties tothisAssignmentandtheirrespectivesuccessorsandassigns, and (b) construedinaccordance with the laws of theCommonwealth of Pennsylvania,without regard to theapplication of choice of law principles.

5. This Assignment maybeexecuted inseveral counterparts, eachofwhichshall constituteanoriginalandallofwhichtogethershallconstituteoneand thesame instrument.

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IN WITNESS WHEREOF, this Assignment has been signed, sealed and delivered by the parties as of the date first above written.

ASSIGNOR: SETTLERS RIDGE MANAGEMENT GP, LLC, a Pennsylvania limited liability company
By:	O’CONNOR/REALVEST SETTLERS RIDGE II (GP) LLC, a Delaware limited liability company, its sole member
	By:	O’CONNOR/REALVEST RETAIL HOLDING COMPANY LLC, a Delaware limited liability company, its sole member
		By:	OC-RV RETAIL LLC, a Delaware limited liability company, its managing member
			By:	/s/ William Q. O’Connor
			Name:	William Q. O’Connor
			Title:	President
ASSIGNEE: INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation
By:	/s/ David Z. Lichterman
Name:	David Z. Lichterman
Its:	Vice President, Treasurer & CAO

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ExhibitA

OWNERSHIPINTERESTS

GeneralPartnerofSettlersRidgeManagement,L.P.,aPennsylvanialimitedpartnership -1%partnershipinterest