SECOND
AMENDMENT TO REAL
ESTATE SALE AGREEMENT






THIS
SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT (the “Amendment”) is made as of
this _____ day of November, 2012, between MCW-RC III MURRAY LANDING, LLC,
a Delaware limited liability company (“MCW Murray”), MCW-RC III KLEINWOOD
CENTER, L.P., a Texas limited partnership (“MCW Kleinwood”), MCW-RC III
VINEYARD SHOPPING CENTER, LLC, a Delaware limited liability company (“MCW
Vineyard”), REGENCY REALTY GROUP, INC., a Florida corporation
(“Regency”), and REGENCY CENTERS, L.P., successor by merger to KLEINWOOD
CENTER, LLC, a Delaware limited liability company (“Kleinwood Center”)
(collectively referred to herein as “Seller”), and THE PHILLIPS EDISON GROUP
LLC, an Ohio limited liability company (referred to herein as “Buyer”).


RECITALS:


A.               
Buyer, MCW Murray, MCW Kleinwood, MCW Vineyard, and Regency previously
executed that certain Real Estate Sale Agreement dated October 4, 2012, as
amended by that certain First Amendment to Real Estate Sale Agreement dated
October 12, 2012 (collectively, the “Agreement”), for the purchase and sale of
certain improved property more particularly described in the Agreement.


B.                
The Inspection Period, as defined in the Agreement, is scheduled to
expire on November 5, 2012.


C.                
During the due diligence review of the Property, it was determined that
a parcel more particularly described in Exhibit “A” (the “Kleinwood
Center Parcel”), is actually owned by Kleinwood Center and not MCW Kleinwood as
previously thought.


D.               
During the due diligence review of the Property, it was determined that
a parcel more particularly described in Exhibit “B” (the “Regency
Parcel”), is actually owned by Regency and not MCW Kleinwood as previously
thought.


E.                
Buyer and Seller wish to amend the Agreement so as to (i) extend the
Inspection Period, (ii) add Kleinwood Center as a party, (iii) identify
Kleinwood Center as Seller with respect to the Kleinwood Center Parcel, and
(iv) identify Regency as Seller with respect to the Regency Parcel.


F.                 
Buyer and Seller have reached an agreement to amend the terms of the
Agreement as hereinafter set forth.


G.               
Except as otherwise expressly provided for herein, capitalized terms
used herein shall have the same meaning as set forth in the Agreement.


NOW,
THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt of which is hereby acknowledged, Buyer and Seller
acknowledge and agree as follows: 


1.                 
Section 1.17 of the Agreement is hereby amended to state that the Inspection
Period shall end at 6:00 p.m. local Jacksonville, Florida time on November 6,
2012.


2.                 
The Agreement is hereby amended so that the term “Seller”, as defined in
the Agreement, shall mean MCW Murray, MCW Kleinwood, MCW Vineyard, Regency, and
Kleinwood Center respectively, solely with respect to the portion of the Real
Property to which such Seller holds fee simple title.









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3.                 
Each of the Seller’s covenants, warranties and representations set forth
in the Agreement shall be deemed made by MCW Murray, MCW Kleinwood, MCW
Vineyard, Regency, and Kleinwood Center respectively, solely with respect to
the portion of the Real Property to which such Seller holds fee simple title.


4.                 
Kleinwood Center joins in the execution of this Amendment in order to
evidence its ratification of the Agreement as “Seller” with respect to the
Kleinwood Center Parcel, and Kleinwood Center agrees to be bound by the Seller
obligations under the Agreement as contemplated therein.


5.                 
Regency joins in the execution of this Amendment in order to evidence
its ratification of the Agreement as “Seller” with respect to the Regency
Parcel, and Regency agrees to be bound by the Seller obligations under the
Agreement as contemplated therein.


6.                 
The remaining terms and conditions of the Agreement remain in full force
and effect.


7.                 
This Amendment may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original
and all of which will constitute one and the same Agreement.


8.                 
The parties hereby agree that an executed facsimile or pdf copy of this
Amendment may be transmitted to either party and be deemed an original for
purposes hereof.


 


SIGNATURES
BEGIN ON FOLLOWING PAGE





 









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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.


 


“MCW MURRAY”






 


MCW-RC III MURRAY LANDING, LLC,
a Delaware limited liability company


 


By:  Macquarie
CountryWide-Regency III, LLC, a       


       Delaware limited liability
company


Its:   Sole Member


 


       By:  Macquarie-Regency
Management, LLC, a


              Delaware limited
liability company


       Its:  Managing Member 


 


              By:  Regency
Centers, L.P., a Delaware 


                      limited
partnership


              Its:  Managing Member


 


                     By:  Regency
Centers Corporation, a 


                           
Florida corporation


                     Its: 
General Partner




              By: /s/ Barry Argalas__________________

              Name: Barry Argalas

               Its:      Senior Vice President












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“MCW
KLEINWOOD”






 


MCW-RC III KLEINWOOD CENTER,
L.P., a Texas limited partnership


 


By:  MCW-RC III Kleinwood GP,
LLC, a Delaware           


        limited liability company


Its:   General Partner


 


        By:  Macquarie
CountryWide-Regency III, 


               LLC, a Delaware
limited liability


               company


        Its:  Sole Member


 


               By: 
Macquarie-Regency Management, LLC, 


                      a Delaware
limited liability company


               Its:  Managing
Member 


 


                      By: 
Regency Centers, L.P., a Delaware 


                             
limited partnership


                       Its:  
Managing Member


 


                             By: 
Regency Centers Corporation, 


                                   
a Florida corporation


                            
Its:  General Partner


 


                       By: 
/s/ Barry Argalas_____________  


                       Name:Barry
Argalas

                       Its:  Senior Vice President












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“MCW
VINEYARD”






 


MCW-RC III VINEYARD SHOPPING
CENTER, LLC., a Delaware limited liability company


 


By:  Macquarie
CountryWide-Regency III, LLC, a        


       Delaware limited liability
company


Its:  Member


 


       By:  Macquarie-Regency
Management, LLC, a 


              Delaware limited
liability company


        Its:  Managing Member 


 


               By:  Regency
Centers, L.P., a Delaware 


                       limited
partnership


               Its:   Managing
Member


 


               By:  Regency
Centers Corporation,


                      a Florida
corporation


               Its:  General
Partner




                      By:  /s/ Barry Argalas____________

                      Name:Barry Argalas

                      Its:  Senior Vice President


 












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“REGENCY






 


REGENCY REALTY GROUP, INC.,
a Florida corporation


 


 


 


By:     /s/ Barry Argalas_________________ 


Name:  Barry Argalas


Its:        Senior Vice President


 


 












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“KLEINWOOD
CENTER”






 


REGENCY CENTERS, L.P., a
Delaware limited partnership


 


By:  Regency Centers Corporation


Its:  General Partner


 


       By:  /s/ Barry Argalas________________ 


       Name: Barry Argalas

       Title:    Senior Vice President


 


 





 









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  “BUYER”

  

  

   

  THE PHILLIPS EDISON GROUP LLC, 

  an Ohio limited liability company

   

  By:     Phillips Edison Limited Partnership,

            a Delaware limited partnership,

  Its:     Managing
  Member

            By:     Phillips Edison & Company, Inc.,

                      a Maryland corporation,

            Its:     General
  Partner

                     By: /s/ Robert F. Myers  

                     Name:Robert F. Myers

                     Its: President________ 

   

   

  




 


 


 


 


 


 


 


 


 


 


 


 












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Exhibit “A”


 


  












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Exhibit “B”






 











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