**ASSIGNMENTAND ASSUMPTION OF RIGHTS UNDER****SHOPPING CENTER PURCHASE AGREEMENT**

Forgood and valuable consideration, the receipt and adequacy of which is herebyacknowledged, **PHILLIPS EDISON GROUP LLC**, an Ohio limited liabilitycompany (“Assignor”), hereby assigns, transfers and sets over to BUTLER CREEKSTATION LLC, a Delaware limited liability company (“Assignee”), all ofAssignor’s right, title, and interest as Purchaser to acquire the land andimprovements known as Butler Creek Shopping Center located in Acworth, Georgia(the “Center’) from Equity One (Southeast Portfolio) Inc. pursuant to a certainShopping Centers Purchase and Sale Agreement dated as of November 30, 2012, asamended (the “Agreement”) with Equity One (Southeast Portfolio) Inc., a Georgiacorporation, Equity One (Florida Portfolio), Inc., a Florida corporation andEquity One, Inc., a Maryland corporation (individually and collectivelyreferred to as “Seller”), as Seller, with respect to, among other properties,the Center, such assignment to include a prorated portion of the Deposit (asdefined in the Agreement) made by Assignor (such prorata portion to bedetermined based upon the percentage of the allocable portion of the purchaseprice in the Agreement relating to the Center as against the aggregate purchaseprice thereunder).

| Dated:  January 15, 2013 | PHILLIPS EDISON GROUP, LLC,

an Ohio limited liability company

                                                                                                                                                                          |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          | By:     PHILLIPS EDISON LIMITED 

PARTNERSHIP,

           a Delaware limited partnership,

           Managing Member |
|                          | By:     PHILLIPS EDISON & COMPANY, INC., 

           a Maryland corporation, General Partner

                                                                 |
|                          | By:__ /s/ Robert F. Myers_____________________

           Robert F. Myers, Chief Operating Officer                                                                                          |

Theundersigned, Assignee, hereby accepts the foregoing assignment and herebyassumes and agrees to perform all of Assignor’s obligations under the Agreementand hereby releases, indemnifies and holds Assignor harmless from any loss,cost, liability or expense which may be suffered by Assignor in connection withsuch Agreement, except for any such loss, cost, liability or expense resultingfrom the acts of Assignor in connection with the Agreement taken prior to thedate of this Assignment without the applicable authorization or consent of theundersigned.

| Dated:  January 15, 2013

  | BUTLER CREEK STATION LLC, 

A Delaware limited liability company                                                                                                                                               |
|---------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  | By:         /s/ John B. Bessey___________________

               John B. Bessey, Vice President |

 

1

 

----