ASSIGNMENT AND ASSUMPTION OF LEASES

Exhibit 10.3

ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the "Assignment") is made as of this 27 day of June, 2014 (the "Closing Date"), between Dogwood Festival, L.L.C., an Alabama limited liability company ("Assignor") and IREIT Flowood Dogwood, L.L.C., a Delaware limited liability company ("Assignee").

RECITALS:

A. Assignor, as seller, and IREIT Business Manager and Advisor, Inc., as purchaser, heretofore entered into that certain Sale Agreement dated April 30, 2014, as amended by Amendment to Agreement dated June 11, 2014, Second Amendment to Agreement dated June 17, 2014 and Third Amendment to Agreement dated June 23, 2014, which Sale Agreement as so amended was assigned to and assumed by Assignee pursuant to an assignment agreement of even date herewith (said Sale Agreement, as so assigned and amended, is hereinafter referred to as the “Sale Agreement”), under and pursuant to which Assignor agreed to sell and convey to Assignee, and Assignee agreed to purchase from Assignor, for the Purchase Price and upon and subject to the other terms and conditions set forth therein, all of Assignor's right, title and interest in and to that certain real property described on Schedule 1 attached hereto and incorporated herein by this reference, more commonly known as Dogwood Festival Market located in Rankin County, Mississippi (the “Property”).

B. Capitalized terms that are used but not defined in this Assignment shall have the same meanings as said terms are defined in the Sale Agreement.

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration to it in hand paid by Assignee to Assignor, the conveyance of the Property by Assignor to Assignee and the mutual covenants herein contained, the receipt and sufficiency of the foregoing consideration being hereby acknowledged by the parties hereto, Assignor hereby assigns, transfers, sets over and conveys to Assignee all of Assignor's right, title and interest in, to and under any and all existing and outstanding leases, licenses and occupancy agreements and all (if any) amendments thereto and guaranties thereof (collectively, the "Leases"), of the improvements comprising a part of the Property, including without limitation, all those Leases described on Schedule 2 attached hereto and incorporated herein by this reference, together with all Rents payable thereunder for the period on and after the Closing Date and all (if any) security deposits tendered under the Leases remaining in the possession of Assignor; provided, however, that Assignor retains (a) the nonexclusive benefit of any and all tenant indemnities under the Leases, and (b) the right to collect, receive and retain any and all rents and other sums due and payable under the Leases for the period prior to the Closing Date and any and all contributions and reimbursements, if any, now or hereafter due or payable by any tenant under a Lease in order to reimburse Assignor for any construction costs, leasehold improvement costs or other related costs incurred or paid by Seller prior to or after the Closing Date, regardless of whether said contribution or reimbursement is payable on or after the Closing Date.

Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date (including without limitation, any and all obligations to pay all (if any) Tenant Inducement Costs and leasing commissions as and to the extent expressly provided in the Sale Agreement, which are due and payable after the Closing Date with respect to said Leases, and claims made by tenants with respect to security deposits and prepaid rents to the extent paid, credited or assigned by Assignor to Assignee), and Assignee agrees to be liable for the observance and performance of said obligations arising from and after the Closing Date as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Subject to Sections 9.2 and 9.3 of the Sale Agreement, Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys' fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment as of the date first written above.

SCHEDULE "1"

LEGAL DESCRIPTION

PARCEL 1: Lot 1-A of the Resurvey of Lots A and B of the Resurvey of Dogwood Festival Market according to a map or plat thereof which is on file and of record in the Office of the Chancery Clerk of Rankin County at Brandon, Mississippi, in Plat Cabinet E, Slots 15 and 16.

PARCEL 2: Lots C, D and E, Resurvey of Dogwood Festival Market according to a map or plat thereof which is on file and of record in said office in Plat Cabinet C, Slots 293 and 294.

SCHEDULE "2"

LEASES

Dogwood Festival, LLC

Schedule of Leases

June 24, 2014

Aeropostale, Inc., a Delaware corporation d/b/a Aeropostale

(Aeropostale)

AE Outfitters Retail, Co., a Delaware corporation d/b/a American Eagle Outfitters

(American Eagle Outfitters)

AnnTaylor Retail, Inc., a Delaware corporation d/b/a AnnTaylor Loft

(AnnTaylor Loft)

New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to Cingular Wireless LLC d/b/a AT&T Mobility

(AT&T Mobility)

Bath & Body Works, LLC, a Delaware limited liability company d/b/a Bath & Body Works

(Bath & Body Works)

Celebrity Trends, LLC, a Mississippi limited liability company d/b/a Celebrity Trends

(Celebrity Trends)

Chico’s FAS, Inc., a Florida corporation d/b/a Chico’s

(Chico’s)

The Children’s Place Retail Stores, Inc., a Delaware corporation d/b/a The Children’s Place

(The Children’s Place)

Claire’s Boutiques, Inc., a Colorado corporation d/b/a Claire’s Accessories, Claire’s or Claire’s Boutique

(Claire’s Accessories, Claire’s or Claire’s Boutique)

Timothy C. Early, individually d/b/a Dickey’s Barbeque Pit

(Dickey’s Barbeque Pit)

Dsquared, LLC, a Mississippi limited liability company d/b/a Dsquared

(Dsquared)

Francesca’s Collections, Inc., a Texas corporation, d/b/a Francesca’s Collections

(Francesca’s Collections)

GameStop, Inc., a Minnesota corporation d/b/a GameStop

(GameStop)

The GAP, Inc., a Delaware corporation d/b/a The GAP

(The GAP)

Gymboree Retail Stores, Inc., a California corporation, d/b/a Gymboree

(Gymboree)

Hibbett Sporting Goods, Inc., a Delaware corporation d/b/a Hibbett Sports

(Hibbett Sports)

Homegoods, Inc., a Delaware corporation

(Homegoods)

Tween Brands, Inc., a Delaware corporation, d/b/a Justice

(Justice)

Lane Bryant, Inc., a Delaware corporation, d/b/a Lane Bryant

(Lane Bryant)

Eustice Enterprises, LLC, a Mississippi limited liability company d/b/aLenny’s Subs

(Lenny’s Subs)

Hallmark Retail, LLC, a Kansas limited liability company f/k/a Hallmark Retail, Inc., a Delaware corporation successor in interest to The Card Place, Inc.

D. Noblin, Inc., a Mississippi corporation d/b/a Mattress Firm and Danny N. Gray, an individual

(Mattress Firm)

Jackson Office Properties, Inc., (f/k/a McRae’s Stores Partnership), SAKS Fifth Avenue, LLC., a Massachusetts limited liability company formerly known as Saks Fifth Avenue, Inc., a Massachusetts corporation d/b/a McRae’s Call Center

(McRae’s Call Center)

The Men’s Wearhouse, Inc., a Texas corporation d/b/a Men’s Wearhouse

J.K.L.M.N., Inc., a Mississippi corporation d/b/a Merle Norman and Libbie Naplies as Guarantor (Guaranty)

(Merle Norman)

Destination Maternity Corporation f/k/a Mother’s Work, Inc., d/b/a Motherhood Maternity

(Motherhood Maternity)

Lerner New York, Inc., a Delaware corporation d/b/a New York & Company

(New York & Company)

Old Navy, LLC, a Delaware limited liability company

(Old Navy)

Kathryn Shamburger, individually d/b/a Pink Bombshell

(Pink Bombshell)

Precision Waste Solutions, L.L.C.

(Precision Waste)

Red Wing Brands of America, Inc., a Minnesota corporation d/b/a Red Wing Shoes

(Red Wing Shoes)

Shoe Show, Inc., a North Carolinae corporation formerly known as The Shoe Show of Rocky Mount Inc.NC d/b/a “Shoe Dept”

(Shoe Dept.)

Vu T. Au and Nguyen YT. Phuong, jointly and severally, d/b/a Solar Nails

(Solar Nails)

Soma Intimates, LLC a Florida limited liability company d/b/a Soma Intimates

(Soma Intimates)

Maira A. Gonzaleza, an individual and Alvaro Antonio Guevara, as Guarantorn individual

(Tailored to You)

The TJX Companies, Inc., a Delaware corporation

(TJ Maxx)

Victoria’s Secret Stores, LLC, a Delaware limited liability company d/b/a Victoria’s Secret

(Victoria’s Secret)

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