ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

Exhibit 10.1

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT dated December 14, 2012, is made by and between HPA-1, LLC a Virginia limited liability company, (“HPA-1”), and WHLR-HPA-1, a Virginia limited liability company (“WHLR-HPA-1”).

Background:

A. HPA-1 and Harps Food Stores, Inc., and Arkansas corporation (“Seller”) previously entered into a Real Estate Purchase and Sale Agreement, dated August 30, 2012 (the “Agreement”), with respect to the purchase of a grocery store site located at Grove, Oklahoma;

B. HPA-1 desires to assign the Agreement to WHLR-HPA-1.

Agreement:

For and in consideration for the sum of One Dollar ($1.00) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, HPA-1 hereby assigns all of its rights and delegates all of its obligations under the Agreement to WHLR-HPA-1, including all rights to any xxxxxxx money deposit or other payment, and WHLR-HPA-1 hereby accepts the assignment of the rights of HPA-1 under the Agreement and assumes all of the obligations and liabilities of HPA-1 under the Agreement.

(Signature Page Follows)

In Witness Whereof, the parties have executed this Assignment as of the 14th day of December, 2012.

ASSIGNOR:
HPA-1, LLC a Virginia limited liability company
By:		/s/ Xxx X. Xxxxxxx
		Xxx X. Xxxxxxx, its Manager

ASSIGNEE:
WHLR-HPA-1, a Virginia limited liability company
		By:		Sooner Capital, LLC, a Virginia limited liability company, its Manager
				/s/ Xxx X. Xxxxxxx
				By Xxx X. Xxxxxxx, its Managing Member