0001193125-12-304833 Sample Contracts

AGREEMENT OF SALE
Lease Agreement • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

THIS AGREEMENT made this 24th day of April, 2012, between KIMCO KISSIMMEE 613, INC., a Florida corporation, with an office at 3333 New Hyde Park Road, Suite 100 (P. 0. Box 5020), New Hyde Park, New York 11042 (hereinafter, “Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company, with an office at 11501 Northlake Drive, Cincinnati, Ohio 45249 (hereinafter, “Buyer”).

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SHOPPING CENTER PURCHASE AND SALE AGREEMENT
Shopping Center Purchase and Sale Agreement • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

THIS SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of the Effective Date (defined below) by and between THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”), and CRP II – GLYNN PLACE, LLC, a Delaware limited liability company (“Seller”).

FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENT
Shopping Center Purchase and Sale Agreement • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of April 27, 2012 by and between CRP II – GLYNN PLACE, LLC, a Delaware limited liability company (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).

ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENT
Assignment and Assumption • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to GLYNN PLACE STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Shopping Center Purchase and Sale Agreement dated March 26, 2012, as same may have been or may be amended, including any addendum thereto (“Agreement”) with CRP II – GLYNN PLACE, LLC (“Seller”), as Seller, with respect to the land and improvements thereon located in Brunswick, Glynn County, Georgia, 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).

SECOND AMENDMENT TO AGREEMENT OF SALE
Agreement of Sale • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this “Amendment”) made as of the 29th day of May, 2012, between KIMCO KISSIMMEE 613, INC., a Florida corporation (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Buyer”).

ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENT
Assignment and Assumption • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to VINE STREET STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Agreement of Sale dated April 24, 2012, as same may have been or may be amended, including any addendum thereto (“Agreement”) with KIMCO KISSIMMEE 613, INC. (“Seller”), as Seller, with respect to the land and improvements thereon located in Brunswick, Glynn County, Georgia, 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).

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