ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENT

Exhibit 10.46

ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER

SHOPPING CENTER PURCHASE AGREEMENT

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, XXXXXXXX XXXXXX GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to TRAMWAY STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Tramway Crossing Shopping Center Purchase and Sale Agreement dated as of January 27, 2012, as same may have been or may be amended, including any addendum thereto (“Agreement”) with Tramway Crossing, LLC (“Seller”), as Seller, with respect to the land and improvements thereon located in Sanford, North Carolina, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to the Deposit (as defined in the Agreement).

Dated: February 21, 2012		XXXXXXXX XXXXXX GROUP LLC,
		an Ohio limited liability company
		By:		XXXXXXXX XXXXXX LIMITED PARTNERSHIP,
				a Delaware limited partnership, Managing Member
		By:		XXXXXXXX XXXXXX & COMPANY, INC.,
				a Maryland corporation, General Partner
		By:		/s/ Xxxxxx X. Xxxxx
				Xxxxxx X. Xxxxx, Chief Operating Officer

The undersigned, Assignee, hereby accepts the foregoing assignment and hereby assumes and agrees to perform all of Assignor’s obligations under the Agreement and hereby releases, indemnifies and holds Assignor harmless from any loss, cost, liability or expense which may be suffered by Assignor in connection with such Agreement, except for any such 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.

Dated: February 21, 2012		TRAMWAY STATION LLC, A Delaware limited liability company
		By:		/s/ R. Xxxx Xxxx
				R. Xxxx Xxxx, President