ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

Exhibit 10.1

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT dated April 25, 2013, is made by and between Xxxxxxx Interests, LLC, a Virginia limited liability company, (“Assignor”), and WHLR-Xxxxxxx Gallery, LLC, a Delaware limited liability company (“Assignee”).

Background:

X. Xxxxxxx Interests, LLC, a Virginia limited liability company and Xxxxxxx Gallery, LLC, a Kentucky limited liability company previously entered into a Purchase and Sale Agreement, dated April 23, 2013 (the “Agreement”), with respect to the purchase of a shopping center located at Tullahoma, Tennessee and commonly referred to as Xxxxxxx Gallery Shopping Center;

B. Assignor desires to assign the Agreement to Assignee.

Agreement:

For and in consideration of the mutual promises herein, Assignor herby assigns all of its rights and delegates all of its obligations under the Agreement to Assignee, including all rights to any xxxxxxx money deposit or other payment, and Assignee hereby accepts the assignment of the rights of Assignor under the Agreement and assumes all of the obligations and liabilities of Assignor under the Agreement.

(Signature Page Follows)

In Witness Whereof, the parties have executed this Assignment as of the 25^th day of April 2013.

ASSIGNOR:
XXXXXXX INTERESTS, LLC, a Virginia limited liability company
		/s/ Xxx X. Xxxxxxx
		By		Xxx X. Xxxxxxx, its Managing Member
ASSIGNEE:
WHLR-XXXXXXX GALLERY, LLC, a Delaware limited liability company
		/s/ Xxx X. Xxxxxxx
		By		Xxx X. Xxxxxxx, its Manager