TENTH AMENDMENT AND
REINSTATEMENT OF

REAL ESTATE SALE AGREEMENT






THIS TENTH AMENDMENT AND REINSTATEMENT OF
REAL ESTATE SALE AGREEMENT (the “Amendment”) is made as of this 1st day of
March, 2013, 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, Regency, and Kleinwood
Center 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, as amended by that certain Second Amendment
to Real Estate Sale Agreement dated November 5, 2012, as amended by that
certain Third Amendment to Real Estate Sale Agreement dated November 6, 2012,
as amended by that certain Fourth Amendment to Real Estate Sale Agreement dated
November 7, 2012, as amended by that certain Fifth Amendment to Real Estate
Sale Agreement dated November 8, 2012, as amended by that certain Sixth
Amendment to Real Estate Sale Agreement dated November 16, 2012, as amended by
that certain Seventh Amendment to Real Estate Sale Agreement dated January 3,
2013, as amended by that certain Eighth Amendment to Real Estate Sale Agreement
dated January 31, 2013 and as further amended by that certain Ninth Amendment
to Real Estate Sale Agreement dated February 8, 2013 (collectively, the
“Agreement”), for the purchase and sale of certain improved property more
particularly described in the Agreement.


B.                
Buyer previously terminated the Agreement in accordance with the terms
thereof.


C.                
Buyer and Seller have reached an agreement to reinstate the Agreement,
subject to the modification of certain terms thereof as hereinafter set forth.


D.               
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.                 
The Agreement is hereby reinstated as of the date hereof and shall be in
full force and effect, as modified herein.


2.                 
The first sentence of Section 3.4 of the Agreement is hereby amended and
restated as follows:


       “The Closing
shall take place at or through the offices of Escrow Agent at 3:00 P.M. on
March 5, 2013.”


3.                 
The remaining terms and conditions of the Agreement remain in full force
and effect.









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4.                 
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.


5.                 
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: 
  MCW-RC III Murray Landing Member, LLC, a Delaware limited liability company

  Its:  Sole member

         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, 

                                      
  Florida corporation

                                       Its: General partner

                                              
  By: /s/ John R. Ibach

                                               Name:  John R. Ibach

                                               Title:    Attorney In Fact/                               

                                              
  Authorized Signatory

  
	
   

  	
   

  







 









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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/ John R. Ibach

                                           
  Name:  John R. Ibach

                                            Title:    Attorney In Fact/ 

                                            
  Authorized Signatory

  







 









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  “MCW
  VINEYARD”

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

  By:
  MCW-RC III Vineyard Member, LLC, a Delaware limited liability company

  Its: Sole member

         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/ John R. Ibach

                                               Name:  John R. Ibach

                                               Title:    Attorney In Fact/ 

                                              
  Authorized Signatory

  







 









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  “REGENCY”

  REGENCY REALTY GROUP, INC.,
  a Florida corporation

   

  By: /s/ John R. Ibach

  Name:  John R. Ibach

  Title:    Attorney In Fact/ 

  Authorized
  Signatory

  







 









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  “KLEINWOOD
  CENTER”

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

  By:
   Regency Centers Corporation, a Florida corporation

  Its:   General partner

          By: /s/ John R.
  Ibach 

          Name:  John R. Ibach

          Title:    Attorney In Fact

          
  Authorized Signatory

  







 









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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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