FIRST
AMENDMENT TO REAL
ESTATE SALE AGREEMENT






THIS
FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT (the “Amendment”) is made as of
this 12th day of October, 2012, between MCW-RC III MURRAY LANDING, LLC,
a Delaware limited liability company (“Murray Landing”), MCW-RC III
KLEINWOOD CENTER, L.P., a Texas limited partnership (“Kleinwood”), MCW-RC
III VINEYARD SHOPPING CENTER, LLC, a Delaware limited liability company
(“Vineyard”), REGENCY REALTY GROUP, INC., a Florida corporation
(“Regency”) (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, Murray Landing, Kleinwood, and Vineyard previously executed that
certain Real Estate Sale Agreement dated October 4, 2012 (the “Agreement”), for
the purchase and sale of certain improved property more particularly described
in the Agreement.


B.                
Murray Landing, Kleinwood, and Vineyard are the owners of the Real Property
as defined in the Agreement.


C.                
During the due diligence review of the Property, it was determined that
an outparcel more particularly described in Exhibit “A”, which is owned
by Regency, was unintentionally left out of the legal description of the Real
Property (the “Regency Outparcel”).


D.               
Buyer and Seller wish to amend the Agreement so that the Regency
Outparcel is included in the legal description of the Real Property.


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


F.                 
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 amended so that the term “Real Property”, as
defined in the Agreement, shall include the Regency Outparcel.


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


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


4.                 
Regency joins in the execution of this Agreement in order to evidence
its ratification of the Agreement as “Seller”, and Regency agrees to be bound
by the Seller obligations under the Agreement as contemplated herein.









1




 










 








 




 








5.                 
The remaining terms and conditions of the Agreement remain in full force
and effect.


6.                 
This Agreement 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.


7.                 
The parties hereby agree that an executed facsimile or pdf copy of this
Agreement may be transmitted to either party and be deemed an original for
purposes hereof.


 


SIGNATURES
BEGIN ON FOLLOWING PAGE





 









2




 










 








 




 








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


 


“MURRAY LANDING”






 


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












3




 










 








 




 








“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












4




 










 








 




 








“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


 












5




 










 








 




 








“REGENCY






 


REGENCY REALTY GROUP, INC.,
a Florida corporation


 


 


 


By:__/s/ Barry Argalas__________________ 


Name: Barry Argalas


Its:       Senior Vice
President


 


 





 









6




 










 








 




 








	
   

  	
  “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:________________

                       Its:___________________

   

   

  




 


 


 


 


 


 


 


 


 


 


 


 












7




 










 








 




 








Exhibit “A”


 


Regency
Outparcel as shown on the attached Exhibit “B”


 


Tax
Parcel #:001800-01-051


 











8