REINSTATEMENT AND
FIRST AMENDMENT TO 

SHOPPING CENTERS PURCHASE AND SALE AGREEMENT


THIS REINSTATEMENT AND FIRST
AMENDMENT TO SHOPPING CENTERS


PURCHASE AND SALE AGREEMENT (this "Amendment") 
is made as of this 27th day of

December, 2012, by and among EQUITY ONE, INC., a Maryland corporation, EQUITY
ONE (SOUTHEAST PORTFOLIO) INC., a Georgia corporation, EQUITY ONE (FLORIDA
PORTFOLIO), INC., a Florida corporation (each is singularly referred to herein
as "Seller"  or collectively as "Sellers"), 
and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Purchaser"). 


RECITALS:


WHEREAS, Sellers and
Purchaser have entered into that certain Shopping Centers Purchase and Sale
Agreement, dated as of November 30, 2012 (the "Purchase
Agreement") pursuant to which Seller has agreed to sell and Buyer has
agreed to purchase certain Properties (as defined in the Purchase Agreement);


WHEREAS, after
conducting its Inspections, Purchaser did not elect to deliver its notice to
proceed with the purchase of the Properties and, on December 19, 2012, the
Purchase Agreement terminated pursuant to the provisions of Section 3.3
thereof;


WHEREAS, Sellers and
Purchaser have agreed to, among other things, remove the Douglas Commons
Property from the Portfolio and reduce the Purchase Price applicable to the
other Properties by an aggregate amount equal to $500,000 and now wish to
reinstate and amend the Purchase Agreement in certain respects, all as more
specifically hereinafter set forth;


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby confirmed by the parties, and in further consideration of the mutual
covenants contained herein, Sellers and Purchaser hereby agree as follows:


1.               
Defined Terms. All capitalized terms used herein and not otherwise
defined

herein shall have the same meaning ascribed to them in the Purchase Agreement.
The term "Purchase Agreement," as used in this Amendment,
shall mean the Purchase Agreement as reinstated and amendment hereby.


2.               
Reinstatement.  The Purchase Agreement, as amended hereby, is hereby

reinstated and in full force and effect.


3.               
Amendments to Purchase
Agreement.


(a)        Purchase Price. The "Purchase
Price" as defined in Section 1.32 of the


Purchase Agreement
shall be Sixty-Nine Million Six Hundred Fifty Thousand Dollars ($69,650,000).


(b)             
Additional Deposit. The Title Company shall continue to the hold the
Initial Deposit in accordance with the terms of the Purchase Agreement.
Notwithstanding anything to the contrary set forth in Section 2.3(a) of the
Purchase Agreement, no later than 5:00 p.m. 







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Eastern
Time on December 28, 2012, Purchaser shall deposit with the Title Company, in
escrow, the Additional Deposit. Purchaser's failure to deliver the Additional
Deposit to the Title Company within such time period shall render such
Amendment null and void ab initio,


(c)             
Diligence.  Sellers and Purchaser each acknowledge and agree
that, as of the date hereof, the Inspection Period has concluded. Purchaser
acknowledges and agrees that, except with respect to the Purchaser's continuing
review of the environmental condition of the Macland Pointe Property as set
forth in Exhibit 3.2(a), it has had sufficient time and opportunity to
conduct such reviews, inspections, tests and other investigations as it deems
necessary with respect to the Properties (including, but not limited to title
and survey matters) and is satisfied with the condition, value, quality and
character of the Properties. This Amendment shall, among other things,
constitute Purchaser's notice to proceed with the purchase of the Properties on
an "AS IS", "WHERE IS" and "WITH ALL
FAULTS" basis as described in Section 3.5 of the Purchase Agreement
and subject to the terms of this Amendment.


(d)             
Westridge Property Repairs. Prior to Closing, Sellers shall cause those certain
masonry cracks identified at the Westridge Property and described on Exhibit
A attached hereto to be repaired in condition reasonably satisfactory to
Purchaser.


(e)             
Macland Pointe Environmental
Review. Sellers and Purchaser hereby
agree that the Environmental. Review Period (as defined in Exhibit 3.2(a)
of the Purchase Agreement) shall be extended to 5:00 pm eastern time on January
9, 2013.


(f)              
Exhibits and Schedules.


Schedule A attached to the Purchase Agreement (List of
Properties and Sellers) is hereby deleted and shall be replaced with Schedule
A (List of Properties and Sellers) attached to this Amendment.


(ii)            
Schedule B attached to the Purchase Agreement (Allocation of

Purchase Price) is hereby deleted and shall be replaced with Schedule B
(Allocation of Purchase Price) attached to this Amendment.


(iii)          
Exhibit 1.33 attached to the Purchase Agreement (Legal
Descriptions) shall be amended to incorporate the legal description for the
Hamilton Ridge Property contained on Exhibit B  attached hereto.


(iv)          
Exhibit 1.36 attached to the Purchase Agreement (List of
Leases)

shall be amended to incorporate the changes described on Exhibit C
attached hereto.


(v)            
Exhibit 13.11 attached to the Purchase Agreement (List of 1031 

Exchange Properties) is hereby deleted and shall be replaced with Exhibit
13.11 (List of 1031 Exchange Properties) attached to this Amendment.


(vi)       Any and all references to the Douglas
Commons Property in the


Purchase Agreement or the Schedules and Exhibits to
the Purchase Agreement shall be amended to delete the Douglas Commons Property.


4.               
Ratifications.  Except as expressly provided in this Amendment, in
all other

respects the Purchase Agreement is unmodified and remains in full force and
effect and is hereby ratified by the parties, and the provisions of this
Amendment shall govern and control over any 







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contrary or
inconsistent provisions of the Purchase Agreement.


5.               
Governing Law. This Amendment and the obligations arising hereunder
shall be

governed by and construed in accordance with the laws of the State of Georgia,
without giving effect to the principles of conflicts of law.


6.               
Successors and Assigns. This Amendment shall be binding upon and inure to the

benefit of the parties hereto and their respective permitted assigns.


7.               
Counterparts.  This Amendment may be executed in counterparts and as
so

executed shall constitute one agreement binding on all the parties. The
exchange of signature pages by facsimile or electronic portable document format
("PDF") transmission shall constitute effective delivery of such
signature pages. Signatures of the parties hereto transmitted by facsimile or
PDF shall be deemed to be their original signatures for all purposes.


[Signature Page
Immediately Follows]












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IN WITNESS
WHEREOF, Sellers and Purchaser have each duly executed this Amendment as of the
date first above written.


EQUITY ONE INC., a Maryland corporation


By:   /s/ Thomas A.
Caputo_______


Name:   Thomas A.
Caputo________


Its:    President_______________ 


EQUITY ONE (SOUTHEAST PORTFOLIO) INC., a Georgia
corporation


By:   /s/ Thomas A.
Caputo_______


Name:    Thomas A.
Caputo________


Its:     President_______________ 


EQUITY ONE (FLORIDA PORTFOLIO) INC., a Florida
corporation


By By:   /s/ Thomas A. Caputo____


Name:    Thomas A.
Caputo________


Its:     President_______________ 


 


                                                                                                                                                                                       "Sellers" 












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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 corporati General Partner


     


                                                                                      
                                     "Purchaser" 












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SCHEDULE A


LIST OF PROPERTIES AND SELLERS


	
  PROPERTY

  	
  ADDRESS

  	
  CITY

  	
  STATE

  	
  SELLER

  
	
  Butler Creek

  	
  3330 N. Cobb
  Parkway

  	
  Acworth

  	
  GA

  	
  Equity One
  (Southeast Portfolio), Inc

  
	
  Grassland
  Crossing

  	
  5665 Atlantic
  Highway

  	
  Alpharetta

  	
  GA

  	
  Equity One Inc

  
	
  Hamilton
  Ridge

  	
  3280-3300
  Hamilton Mill Road

  	
  Buford

  	
  GA

  	
  Equity
  One (Southeast Portfolio), Inc

  
	
  Shops
  at Westridge 

  	
  2142-2180
  Highway, 2 West

  	
  McDonough

  	
  GA

  	
  Equity
  One (Southeast Portfolio), Inc

  
	
  Fairview
  Oaks

  	
  101-129
  Fairview Road

  	
  Ellenwood

  	
  GA

  	
  Equity
  One Inc

  
	
  Mableton
  Crossing

  	
  4875
  Floyd Road

  	
  Mableton

  	
  GA

  	
  Equity
  One Inc

  
	
  Macland
  Pointe

  	
  1750
  Power Springs Road 

  	
  Marietta

  	
  GA

  	
  Equity
  One (Florida Portfolio), Inc

  




 


 












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SCHEDULE B


ALLOCATION OF PURCHASE PRICE


	
  Property

  	
  Allocated Purchase Price

  
	
   

  	
   

  
	
  Butler
  Creek

  	
  $10,650,000

  
	
  Grassland Crossing

  	
  $9,700,000

  
	
  Hamilton
  Ridge

  	
  $11,800,000

  
	
  Shops
  at Westridge

  	
  $7,550,000

  
	
  Fairview
  Oaks

  	
  $9,300,000

  
	
  Mableton
  Crossing

  	
  $11,500,000

  
	
  Macland
  Pointe

  	
  $9,150,000

  




 












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EXHIBIT A


WESTRIDGE
PROPERTY REPAIRS

(See Attached)












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  Site
  Photographs                                                                        
  Shops at Westridge

  Apex Companies,
  LLC                                                                McDonough,
  Georgia                                                                        

  
	
  

  














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  Site Photographs   

  Apex Companies,
  LLC                                                                                                                                                
  

  	
                                             Shops
  at Westridge

                                          
  McDonough, Georgia

  
	
   

  Photo 16

   

  View of typical crack in masonry 

  wall adjacent to unit 2164

   

   

   

   

   

   

   

   

   

   

   

   

  Photo 17

   

  View of typical crack in masonry 

  wall adjacent to unit 2168

   

   

   

   

   

   

   

   

   

   

   

  Photo 18

   

  View of storage building at 

  northwestern portion of site

   

   

  	
   

  











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EXHIBIT B


HAMILTON RIDGE LEGAL DESCRIPTION

(Sep Attached)












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EXHIBIT A


LEGAL
DESCRIPTION


Shopping Center Parcel

Hamilton Ridge


All
that tract or parcel of land lying and being in the Headrights District and
Land Lots 181 & 182, 7th District, Gwinnett County, Georgia, and
being more particularly described as follows:


To
find the Point of Beginning, commence at a'/" rebar located at the
southwest end of the miter located at the intersection of the southerly right
of way of Hamilton Mill Road (having an apparent 80' right of way)with the
easterly right of way of Ridge Road (having an apparent 80' right of way);
Thence along the easterly right of way of Ridge Road along a curve to the right
having a radius of 4304.37 feet and an arc length of 155.51 feet, being
subtended by a chard of South 11 degrees 11 minutes 02 seconds West fora
distance of 155.50 feet to a 1/2" rebar; Thence continuing along said
right of way for the following calls and distances South 10 degrees 45 minutes
10 seconds West fora distance of 24,75 feet to a W rebar; Thence South 13
degrees 49 minutes 23 seconds West for a distance of 13,33 feet to a '1/2"
rebar, and the Point of Beginning.


Aetna
from said Point of Beginning, and leaving the right of way of Ridge Road South
83 degrees 46 minutes 30 minutes East for a distance of 489.93 feet to a
Ye" rebar; Thence North 06 degrees 12 minutes 22 seconds East for a
distance of 189.94 feet to a 1/2" rebar located on the southerly
right of way of Hamilton Mill Road; Thence along the right of way of Hamilton
Mill Road South 69 degrees 13 minutes 31 seconds East for a distance of 421.12
feet to a 1/2" rebar at the mitered intersection with Wallace
Road (having a 80' right of way); Thence along said miter South 11 degrees 31
minutes 41 seconds 'East for a distance of 23.66 feet to a 1/2"
rebar; Thence along the right of way of Wallace Road the following calls and
distances along a curve to the right having a radius of 900,92 feet and an arc
length of 130.66 feet, being subtended by a chord of South 50 degrees 43
minutes 42 seconds West for a distance of 130.55 feet to a %" rebar;
Thence South 64 degrees 53 minutes 00 seconds West for a distance of 73.74 feet
to a '1/2" rebar; Thence along a curve to the left having a radius of
358.88 feet and an arc length of 208.25 feet being subtended by a chord of
South 40 degrees 02 minutes 53 seconds West fora distance of 205.34 feet to a
%" rebar; Thence South 23 degrees 25 minutes 27 seconds West for a
distance of 87.59 feet to a %," rebar; Thence South 24 degrees 47 minutes
44 seconds West for a distance of 131.40 feet to a 1/2" rebar;
Thence South 27 degrees 11 minutes 57 seconds West for a distance of 221.40 to
a 1/2" rebar; Thence leaving said right of way North 74 degrees 48 minutes
51 seconds West for a distance of 570.28 feet to a 1/2" rebar on the
easterly right of way of Ridge Road; Thence along the right of way of Ridge
Road the following calls and distances along a curve to the right having a
radius of 703.67 feet and an arc length of 205.46 feet, being subtended by a
chord of North 04 degrees 35 minutes 01 seconds East for a distance of 204,73
feet to a 1/2" rebar; Thence continuing along said arc for an arc length
of 68.30 feet, being subtended by a chord of North 15 degrees 43 minutes 44
seconds East for a distance of 68.27 feet to a %" rebar; Thence North 18
degrees 30 minutes 34 seconds East for a distance of 129.74 feet to a 14"
rebar; Thence North 17 degrees 55 minutes 40 seconds East for a distance of
138.55 feet to a 34" rebar; Thence North 13 degrees 49 minutes 23 seconds
East far a distance of 42.89 feet to a %" rebar and the Point of
Beginning.


Said tract contains 11.1126 acres more or less.


TOGETHER
WITH easement rights contained in Declaration of Easements, Covenants and
RestrictiOs by Hamilton Ridge, LLC, dated January 21, 2002, filed January 23,
2002, recorded In Deed Book 26083, Page 98, Gwinnett County, Georgia records;
as modified by First Modification dated May 19, 2003, filed May 21, 2003,
recorded in Deed Book 32696, Page 62, aforesaid records.












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EXHIBIT A


LEGAL
DESCRIPTION 


Out
Lot 9 Hamilton Ridge


All that tract or parcel
of land lying and being in Land Lot 182, 7th District, Gwinnett
County, Georgia, and being more particularly described as follows:


To
find the Point of Beginning, commence at a W rebar located at the southwest end
of the miter located at the intersection of the southerly right of way of
Hamilton Mill Road (having a variable right of way) with the easterly right of
way of Ridge Road (having an apparent 80' right of way); Thence along said
miter North 53 degrees 51 minutes 24 seconds East for a distance of 30.19 feet
to a W rebar on the southerly right of way of Hamilton Mill Road; Thence along
said right of way South 84 degrees 39 minutes 21 seconds East for a distance of
169.90 feet to a W rebel': Thence continuing along said right of way along a
curve to the right having a radius of 829.88 feet and an arc length of 118.30
feet, being subtended by a chord of South 80 degrees 38 minutes 14 seconds East
for a distance of 118.20 feet to a W rebar and the Point of Beginning


Thence
from said point of beginning, and continuing along said right of way along a
curve to the right having a radius of 829.88 feet and an arc length of 107.77
feet, being subtended by a chord of South 72 degrees 50 minutes 00 seconds East
for a distance of 107.70 feet to a W' rebar; Thence South 69 degrees 13 minutes
31 seconds East fora distance of 37,99 feet to a W rebar, Thence leaving said
right of way South 06 degrees 12 minutes 22 seconds West for a distance of
179.61 feet to a W rebar; Thence North 83 degrees 46 minutes 30 seconds West
for a distance of 142.57 feet to a W rebar; Thence North 06 degrees 13 minutes
30 seconds East for a distance of 209.59 feet to a W rebar on the southerly
right of way of Hamilton Mill Road, and the Point of Beginning.


Said tract contains 0.6426 acres more or less.


TOGETHER WITH easement rights contained In Dealer-alien
of Easements, Covenants and Restrictions by Hamilton Ridge, 1.LC, dated January
21, 2002, filed January 23, 2002, recorded in Deed Book 26083, Page 98, Gwinnett County, Georgia records; as modified
by First Modification dated May 19, 2003, filed May 21, 2003, recorded in Deed
Beek 32696, Page 62, aforesaid records.












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EXHIBIT C


UPDATES TO EXHIBIT 1.36 (LIST OF LEASES)  Exhibit 1.36 (List of Leases) is hereby amended to
reflect the following changes: Mableton Crossing


Alterations: The reference to the Fifth Lease
Amendment in the description of the Lease Documents shall be revised to read:
"Fifth Lease Amendment dated as of December 10, 2012".


Fairview Oaks


GNC: The description of the Lease Documents shall be
updated to include the following: "as extended by that certain Third Lease
Amendment executed dated December 20, 2012".


Grasslands


China Kitchen: The reference to the Third Lease
Amendment Agreement in the description of the Lease Documents shall be revised
to read: "Third Lease Amendment Agreement dated as of December 10,
2012".












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EXHIBIT 13.11


LIST
OF 1031 EXCHANGE PROPERTIES


Butler Creek 


Fairview Oaks 


Mableton Crossing


 











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