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

Exhibit 10.10

ASSIGNMENTOFPARTNERSHIPINTEREST

THISASSIGNMENT OFPARTNERSHIP INTEREST(this"Assignment")datedasof the1stdayofOctober,2015,byandbetweenSETTLERS RIDGEMANAGEMENT LP,LLC("Assignor")and INLAND REAL ESTATE INCOME TRUST, INC.("Assignee").

WHEREAS,AssignorandAssignee'spredecessorin interestenteredintothatcertain PurchaseandSaleAgreementandEscrowInstructionsdatedasofAugust 21, 2015,asamended and assigned, (the"Agreement"),for the sale and purchase of certain"OwnershipInterests"(as more particularly described inExhibit A attached here).

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

WHEREAS,Assigneedesirestoaccepttheassignmentandassumethedutiesand obligationsofAssignorwithrespecttotheOwnershipInterests.

NOW,THEREFORE,inaccordancewiththeAgreementandinconsiderationofthesum of TenDollars($10.00),thesufficiencyandreceiptof which arehereby acknowledged,the partiesdo hereby covenant and agreeas follows andtake the followingactions:

1. Assignordoesherebyassign,transfer,setoveranddeliver untoAssigneeallof theAssignor's right,titleandinterest,in and to, all of its right,titleandinterest inandto 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 or insolvency of Assignor.

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2. AssigneeherebyacceptstheforegoingassignmentoftheOwnershipInterestsand herebyassumesalldutiesandobligationsofAssignorwithrespect to theOwnershipInterests, to theextentsuch duties andobligationsariseoraccruefrom andafterthe dateofthisAssignment. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all Claimsassertedagainstorincurred byAssignoras a resultof any actsoromissions, which arise or accrue after thedate of this Assignment, in connection with the Ownership Interests."Claims"means claims, demands, causes of action, losses, damages, liabilities,judgments,costs and expenses (including, without limitations,reasonable attorneys' fees,whether suit is instituted or not). Notwithstandinganythingto 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 whichare covered by Assignor's insurance resulting from events occurring during the period ofownership by O'Connor/RealVest Retail HoldingCompany LLCbeginning onMarch 5,2012, and(ii)made by Barnes& Noble Booksellers, Inc.,or its successors and/or assigns("B&NTenant"),with respecttoAssignor's incorrect billingof B&NTenant's prorata shareof the realproperty taxes and assessmentsfor years prior to calendar year 2015;provided, however, thatineachcaseofclauses (i) and(ii) above,Assignor's liability underthisdefense, indemnity and hold harmless agreement shall be limited to the amount of, andrecoverable only out of, the Holdback (as such term is defined in the Agreement).

3. ThisAssignmentismadewithoutanyexpressorimpliedwarrantyofanykind, expectasexplicitlysetforthinthe Agreement.

4. ThisAssignmentshallbe(a)bindingupon,andinuretothebenefitof,theparties tothisAssignmentandtheirrespectivesuccessors andassigns,and(b)construedin accordance with thelaws oftheCommonwealth ofPennsylvania, withoutregardtotheapplication ofchoice of lawprinciples.

5. ThisAssignmentmaybeexecutedinseveralcounterparts,eachofwhichshall constituteanoriginalandallofwhichtogethershallconstituteoneandthe sameinstrument.

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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 LP, LLC, a Pennsylvania limited liability company
By:	O’CONNOR/REALVEST SETTLERS RIDGE II (LP) 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

LimitedPartner ofSettlersRidgeManagement,L.P.,aPennsylvanialimitedpartnership - 99%partnershipinterest