ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENT

Exhibit 10.40

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 XXXXXXX STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Purchase Contract dated November 28, 2011, as same may have been or may be amended, including any addendum thereto (“Agreement”) with Xxxxx Fargo Bank, National Association (“Seller”), as Seller, with respect to the land and improvements thereon located in Waxhaw, 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: December 29, 2011				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: December 29, 2011				XXXXXXX STATION LLC, A Delaware limited liability company
				By:		/s/ R. Xxxx Xxxx
						R. Xxxx Xxxx, President