**ASSIGNMENT ANDASSUMPTION OF RIGHTS UNDER****SHOPPING CENTER PURCHASE AGREEMENT**

For good and valuable consideration, the receipt andadequacy of which is hereby acknowledged, **PHILLIPS EDISON GROUP LLC**, anOhio limited liability company (“Assignor”), hereby assigns, transfers and setsover to **FAIRLAWN STATION LLC** (“Assignee”), all of Assignor’s right,title, and interest as Purchaser in and to that certain Shopping CenterPurchase Agreement dated December 13, 2012, as same may have been or may beamended, including any addendum thereto (“Agreement”) with AG/WP FairlawnOwner, L.L.C., a Delaware limited liability company (“Seller”), as Seller, withrespect to the land and improvements thereon located in Fairlawn, SummitCounty, Ohio, more particularly described in the Agreement, including, but notlimited to, its right, title and interest in and to the Deposit (as defined inthe Agreement).  

| Dated:  January 30, 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                                                                                |
|                          |                                                                                                                                                                                                                                                   |

** **

The undersigned, Assignee, hereby accepts theforegoing assignment and hereby assumes and agrees to perform all of Assignor’sobligations under the Agreement and hereby releases, indemnifies and holdsAssignor harmless from any loss, cost, liability or expense which may besuffered by Assignor in connection with such Agreement, except for any suchloss, cost, liability or expense resulting from the acts of Assignor inconnection with the Agreement taken prior to the date of this Assignmentwithout the applicable authorization or consent of the undersigned.

| Dated:  January 30, 2013 | FAIRLAWN STATION LLC, 

A Delaware limited liability company 

 

 

                                                                                                                            |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          | By:         /s/ Richard J. Smith_____________________  

             Richard J. Smith, Vice President |

 

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