Exhibit 10.2


 


FIRST AMENDMENT


TO


PURCHASE AND SALE AGREEMENT


 


THIS FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of October 15, 2015 by and between The
Phillips Edison Group LLC, an Ohio limited liability company (“Buyer”), and TNP SRT PORFOLIO I, LLC,
a Delaware limited liability company (“Seller”).


 


RECITALS:


 


A.         Seller,
as seller, and Buyer, as buyer, are parties to that certain Purchase and Sale Agreement dated September 16, 2015 (“Agreement”)
with respect to the Moreno Marketplace, located in Moreno Valley, California, as more particularly described in the Agreement.


 


B.         Seller
and Buyer desire to amend the Agreement as more particularly set forth below.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows:


 


1.          Defined
Terms. Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings when used herein ascribed
to such terms in the Agreement.


 


2.          Definitions
– Closing Date. Addendum I [Definitions] of the Agreement is hereby amended by deleting Paragraph 17 and substituting
the following in lieu thereof:


 


“17.         Closing
Date. October 29, 2015.”


 


3.          Proration
Credit. Buyer shall receive, at Closing, a proration credit in the amount of Thirteen Thousand Eight Hundred Fifty-Two and
No/100ths Dollars ($13,852.00), in full satisfaction of the obligations of Seller, as landlord, for free rent, gap rent and/or
rent abatement under the Leases with Israel Rodriguez Jr. and Maribel Leal, dba Armandos Mexican Restaurant, and/or Smoke Shop
Plus.


 


4.          Seller
Representations and Warranties. Section C of Addendum II to the Agreement [Seller’s Representations and Warranties] is
hereby amended by adding the following:


 


“4.          To
the Actual Knowledge of Seller, Seller has not received any written notice that any payment is currently due or owing to the Eastern
Municipal Water District under that certain Hold Harmless Agreement for Sewer recorded in the Official Records of Riverside County,
California (the “Official Records”) on February 27, 2008, as instrument number 2008-0096087.


 


“5.          To the Actual Knowledge of Seller, Seller has not received any written notice that any payment is currently due or owing to the
Eastern Municipal Water District under
that certain Hold Harmless Agreement for Water recorded in the Official Records on March 19, 2008, as instrument number 2008-0134282.


 




     


     


    

  


“6.          To
the Actual Knowledge of Seller, Seller has not received any written notice from the City of Moreno Valley that any maintenance
is required or that any payment is currently due or owing under that certain Stormwater Treatment Device and Control Measure Access
and Maintenance Covenant recorded in the Official Records on March 31, 2009, as instrument number 2009-0155674.”


 


5.          REA
Estoppels. The term “REA Estoppels,” as used in the Agreement, shall be deemed to mean: (a) an estoppel certificate
from Stater Bros. Markets, a California corporation (“Stater”), regarding that certain Declaration of Protective
Covenants, Conditions & Restrictions recorded in the Official Records on October 1, 2008, as document number 2008-0533316 (the
“Declaration”); and (b) an estoppel certificate from Continental East Fund VII, LLC, a California limited liability
company (“Continental”), regarding that certain Grant of Easement and Easement Agreement recorded in the Official
Records on October 22, 2010, as document number 2010-0506835 (the “Easement”). The form of estoppel certificate
regarding the Easement has previously been approved by Buyer, and Seller represents that it has sent such form of estoppel to Continental
with a request that they sign and return it to Seller. Buyer hereby approves of Exhibit I, attached hereto and incorporated
herein, as the form of estoppel certificate regarding the Declaration, which Seller shall send to Stater with a request that Stater
execute and return it to Seller, promptly following the effective date of this Amendment.


 


6.          Conditions
to Closing – Buyer Closing Conditions. Section 5(a) of the Agreement is hereby amended by adding the following subsection
(v):


 


“(v) Releases of Notices
of Code Violations. On or before the Closing Date, originals of those certain Releases of Notice of Code Violations attached
hereto as Exhibit J and incorporated by reference herein shall have been recorded in the Official Records.”


 


7.          Owner’s
Affidavit. The form of owner’s title affidavit that Seller shall execute and deliver to the Title Company, pursuant to
Section 4(k) of the Agreement, set forth in Exhibit H to the Agreement, is hereby amended by adding the following section 8:


 


“8.          The
undersigned is not a wholesaler or retailer of perishable agricultural commodities, produce, poultry, poultry products, livestock
or meat products, and has no direct or indirect relationship (other than the relationship of landlord to tenant) to the following
tenants currently occupying portions of the property: Stater Bros. Markets; Subway Real Estate Corp.; Little Bambino’s Pizza,
Inc.; Shady Ballout, dba The Cupcake & Espresso Bar; Jack in the Box, Inc.; or Israel Rodriguez Jr. and Maribel Leal, dba Armandos
Mexican Restaurant.”


 




     


     


    

 


8.          Exhibits.
The Agreement is hereby amended by adding Exhibit I and Exhibit J annexed hereto.


 


9.          Approval
Notice. Upon the full execution and delivery hereof, Buyer shall be deemed to have timely notified Seller of its Approval Notice
pursuant to Section 4(m) of the Agreement and its election to proceed to Closing subject to satisfaction or waiver of the remaining
Conditions.


 


10.        Ratification.
As amended hereby, the Agreement is hereby restated and republished in its entirety and shall be deemed be to be in full force
and effect. 


 


11.        Counterparts.
This Amendment may be executed in any number of counterpart originals, each of which, when taken together, shall be deemed one
and the same instrument. Executed copies of this Amendment may be delivered between the parties via electronic mail.


 


[Signatures on following pages]


 




    	 	3	 



     


    

 


IN WITNESS WHEREOF,
Buyer has executed this First Amendment as of the date set forth above.


 


 


	 	BUYER:
	 	 
	 	THE PHILLIPS EDISON GROUP LLC,
	 	an Ohio limited liability company
	 	 
	 	By:	PHILLIPS EDISON LIMITED PARTNERSHIP,
	 	 	a Delaware limited partnership,
	 	 	Managing Member


 


	 	By:	PHILLIPS EDISON & COMPANY, INC.,
	 	 	a Maryland corporation,
	 	 	General Partner


 


	 	By:	/s/ Robert F. Myers
	 	Name:	Robert F. Myers
	 	Its:	Chief Operating Officer



 



    	 	4	 



     


    




 


IN WITNESS WHEREOF,
Seller has executed this First Amendment as of the date set forth above.


 


	 	SELLER:
	 	 
	 	TNP SRT PORTFOLIO I, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Andrew Batinovich
	 	Name: 	Andrew Batinovich
	 	Title: 	President


 




    	 	5	 



     


    

 


EXHIBIT I


 


FORM OF ESTOPPEL CERTIFICATE REGARDING
CC&R’S


 


[attached]


 




     


     


    

  





ESTOPPEL
CERTIFICATE


(Declaration of CC&R’s)


 


		To:	The Phillips Edison Group LLC



11501
Northlake Drive


Cincinnati,
OH 45249


Attention:
Hal Scudder and Stephen Bien


 


		From:	Stater Bros. Markets



Attn:
Vice President - Real Estate (#185)


301
South Tippecanoe Avenue


San
Bernardino, California 92408


Facsimile
(909) 433-3823


 


	Dated:	 	 


 


Re:DeclarationofProtectiveCovenants,Conditions&Restrictions,dated
September 9, 2008, by and between Moreno Marketplace, LLC, a California limited liability company (“MM”),
and Stater Bros. Markets a California corporation (“Stater
Bros.”), recorded in the Official Records of the County of Riverside, California, on October 1, 2008, as
document number 2008-0533316 (the “Declaration”)


 


Ladies
and Gentlemen:


 


The
above addressee (“Buyer”)
has entered into an agreement with TNP SRT PORTFOLIO I, LLC, a Delaware limited liability company (as successor-in-interest to
MM) (“Marketplace Parcel Owner”)
to acquire certain real property situated in Moreno Valley, California, identified in the Declaration as the “Shopping Center”
(the “Property”). All
capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Declaration.


 


Stater
Bros. is “Stater” as that term is defined in the Declaration. Stater Bros. acknowledges the right of Buyer to rely
upon the statements and representations of the undersigned contained in this estoppel certificate, and further acknowledges that
Buyer will be acquiring the Property in material reliance on this estoppel certificate. Given the foregoing, the undersigned hereby
certifies and represents to Buyer (and its lender, successors and assigns), and the Marketplace Parcel Owner (and its predecessors,
successors and assigns) with respect to the above-described Declaration, as follows:


 


		1.	To the knowledge of Stater Bros., no default on the part of the Marketplace Parcel Owner exists under
the Declaration in the performance of the terms, covenants and conditions of the Declaration required to be performed on the part
of the Marketplace Parcel Owner, and no default on the part of Stater Bros. exists under the Declaration in the performance of
the terms, covenants and conditions of the Declaration required to be performed on the part of Stater Bros.;



 







    Estoppel Certificate
Page 1 of 2


     


    

  


		2.	To the knowledge of Stater Bros., the Declaration has not been modified or amended in any way;



 


		3.	To the knowledge of Stater Bros.,
                                         as of the date hereof, the Declaration, a copy of which is attached hereto as Exhibit
                                         A, is in full force and effect; and



 


		4.	The undersigned is authorized to execute this estoppel
certificate on behalf of Stater Bros.



 


	 	Very truly yours,
	 	 
	 	STATER BROS.:
	 	 
	 	STATER BROS. MARKETS,
	 	a California corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 







    Estoppel Certificate
Page 2 of 2


     


    

  









EXHIBIT J


 


RELEASES OF NOTICES OF CODE VIOLATIONS


 


[attached]


 




     


     


    

 










 


	Recording Requested by:	 
	 	 
	CITY OF MORENO VALLEY	 
	COMMUNITY DEVELOPMENT	 
	DEPARTMENT	 
	 	 
	and when recorded mail to:	 
	 	 
	BUILDING & SAFETY DIVISION	 
	P O BOX 88005	 
	MORENO VALLEY CA 92552-0805	 


 


COMMUNITY
DEVELOPMENT DEPARTMENT


OF
THE CITY OF MORENO VALLEY, STATE OF CALIFORNIA


 


	In the matter of the public	 	No. B1400646
	nuisance on property of	 	 


 


TNP
SRT PORTFOLIO 1


1900
MAIN ST #700


IRVINE,
CA 92614-7328


 


	 	RELEASE OF 
	 	NOTICE OF CODE VIOLATION
	AND DOES I through X, owners:	NON-COMPLIANCE


 


Notice
is hereby given that the condition(s) located at 14475 MORENO BEACH DR #700, MORENO VALLEY, CA APN: 486-250-024 no
longer being in a state of violation of any law, and no longer existing as a public nuisance; and there being no monies owing and
due to said City for abatement expenses, or there being no cause for a tax and special assessment lien on the real property because
of proceedings giving rise to the execution and recording of the above mentioned notice; now therefore


 


The
above-mentioned NOTICE OF CODE VIOLATION NON-COMPLIANCE recorded on 04/23/2014 as Document No. 2014-0147271
County of Riverside is hereby released and said document shall be of no further force or effect.


 





	 	 	COMMUNITY DEVELOPMENT DEPARTMENT
		 	 
	DATED: October 8, 2015	 	/s/ Allen D. Brock
	 	 	ALLEN D. BROCK, CBO
	 	 	COMMUNITY DEVELOPMENT DIRECTOR
	 	 	City of Moreno Valley
	 	 	14177 Frederick Street, Moreno Valley, CA 92553







  




    



     


    

 


RELEASE
OF NOTICE OF CODE VIOLATION NON-COMPLIANCE


 


ACKNOWLEGMENT


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.




 


State
of California


County
of Riverside s.s.


 


On October 8, 2015, before me, Susan M. Cairns, Notary Public, personally appeared
Allen D. Brock, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the instrument.








 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 


 





	WITNESS my hand and official seal.	 	/s/ Susan M. Cairns	 
		 	Susan M. Cairns, Notary Public	 







 







    



     


    

  


	Recording Requested by:	 
	 	 
	CITY OF MORENO VALLEY	 
	COMMUNITY DEVELOPMENT	 
	DEPARTMENT	 
	 	 
	and when recorded mail to:	 
	 	 
	BUILDING & SAFETY DIVISION	 
	P O BOX 88005	 
	MORENO VALLEY CA 92552-0805	 


 


COMMUNITY
DEVELOPMENT DEPARTMENT





OF THE CITY OF MORENO VALLEY, STATE OF CALIFORNIA


 


	In the matter of the public	 	No. B1000417
	nuisance on property of	 	 









 


TNP
SRT MORENO MARKETPLACE


3131
S VAUGHN WAY #301


AURORA
CO 80014-3509


 





	 	 	RELEASE OF
	 	 	NOTICE OF CODE VIOLATION
	AND DONES I through X, owners:	 	NON-COMPLIANCE




 





Notice
is hereby given that the condition(s) located at 14425 MORENO BEACH DR, MORENO VALLEY, CA APN: 486-250-024 no longer
being in a state of violation of any law, and no longer existing as a public nuisance; and there being no monies owing and due
to said City for abatement expenses, or there being no cause for a tax and special assessment lien on the real property because
of proceedings giving rise to the execution and recording of the above mentioned notice; now therefore


 


The
above-mentioned NOTICE OF CODE VIOLATION NON-COMPLIANCE recorded on 05/05/2011 as Document No. 2011-0199745
County of Riverside is hereby released and said document shall be of no further force or effect.


 





	 	 	COMMUNITY DEVELOPMENT DEPARTMENT
		 	 
	DATED: October 8, 2015	 	/s/ Allen D. Brock
	 	 	ALLEN D. BROCK, CBO
	 	 	COMMUNITY DEVELOPMENT DIRECTOR
	 	 	City of Moreno Valley
	 	 	14177 Frederick Street, Moreno Valley, CA 92553







  




    



     


    

  


RELEASE
OF NOTICE OF CODE VIOLATION NON-COMPLIANCE


 


ACKNOWLEGMENT


 


A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


State
of California


County
of Riverside s.s.


 


On October 8, 2015, before me, Susan M. Cairns, Notary Public, personally appeared Allen
D. Brock, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.








 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.


 








	WITNESS my hand and official seal.	 	/s/ Susan M. Cairns	 
		 	Susan M. Cairns, Notary Public