Exhibit 10.15


 





ASSIGNMENT
AND ASSUMPTION OF RIGHTS UNDER

***shopping center purchase and sale agreement


 


Reference is made to
the Shopping Center Purchase and Sale Agreement dated November 21, 2017, as amended (collectively, the “Agreement”)
between the Phillips Edison Group LLC, an Ohio limited liability company (“Assignor”), as Purchaser, and Ramco-Gershenson
Properties, L.P., a Delaware limited partnership, as Seller, with respect to the Rolling Meadows Shopping Center located in Rolling
Meadows, Illinois. Capitalized terms used herein but not defined have the meanings set forth for the same in the Agreement. For
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby assigns, transfers and
sets over all of Assignor’s right, title, and interest as Purchaser under the Agreement (i) with respect to Lot 4 in the
Rolling Meadows Shopping Center Subdivision of Lot 1 in Rolling Meadows Unit No. 4 and the land and improvements thereon (and $13,600,000.00
of the Purchase Price under the Agreement and $110,000.00 of the Deposit under the Agreement) to ROLLING MEADOWS STATION LLC, a
Delaware limited liability company (“Station I”), and (ii) with respect to Lot 2 in the Rolling Meadows Shopping Center
Subdivision of Lot 1 in Rolling Meadows Unit No. 4 and the land and improvements thereon (and $3,750,000.00 of the Purchase Price
under the Agreement and $390,000.00 of the Deposit under the Agreement) to ROLLING MEADOWS STATION II LLC, a Delaware limited liability
company (“Station II”).


 


Station I and Station
2 hereby accept the foregoing assignments and transfers and assume and agree to perform all of the Assignor’s obligations
under the Agreement and hereby release, indemnify and hold Assignor harmless from any loss, cost, liability or expense which may
be suffered by Assignor in connection with such Agreement, except for any loss, cost, liability or expense resulting from the acts
of Assignor in connection with the Agreement taken prior to the date of this Assignment without the applicable authorization or
consent of the undersigned.


 


[Signature page follows]


 








     


     


    

 


 


ASSIGNOR:


 


THE PHILLIPS EDISON GROUP LLC,


An Ohio limited liability company


 


		By:	Phillips Edison Grocery Center Operating



Partnership I, L.P., a Delaware
limited


partnership, its sole member


		By:	Phillips Edison Grocery Center OP GP I



LLC, a Delaware limited
liability company,


its General Partner


 


		By:	/s/ Robert F. Myers                          



Robert F. Myers, Vice President


 




 





STATION:


 


ROLLING MEADOWS STATION LLC,


a Delaware limited liability company


 


		By:	Phillips Edison Grocery Center Operating



Partnership III, L.P., a Delaware
limited


partnership, its sole member


		By:	Phillips Edison Grocery Center OP GP III



LLC, a Delaware limited liability
company,


its General Partner


 


		By:	/s/ Joe
                                                           Schlosser                            



Joe Schlosser, Vice President


 


 


STATION II:


 


ROLLING MEADOWS STATION II LLC,


a Delaware  limited liability company


 


		By:	Phillips Edison Grocery Center Operating



Partnership III, L.P., a Delaware
limited


partnership, its sole member


		By:	Phillips Edison Grocery Center OP GP III



LLC, a Delaware limited liability
company,


its General Partner


 


		By:	/s/ Joe Schlosser                             



Joe Schlosser, Vice President