REINSTATEMENT
AND Second AMENDMENT TO SALE-PURCHASE AGREEMENT


THIS REINSTATEMENT AND SECOND AMENDMENT TO
SALE-PURCHASE AGREEMENT (this “Amendment”), dated as of December 21,
2012 (the “Second Amendment Effective Date”), is by and between AG/WP
FAIRLAWN OWNER, L.L.C., a Delaware limited liability company (“Seller”),
and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”). 


             WHEREAS, Seller
and Purchaser are parties to that certain Sale-Purchase Agreement, dated as of
December 13, 2012 (the “Original Agreement”), as amended by that certain
First Amendment to Sale-Purchase Agreement, dated as of December 19, 2012 (the
“First Amendment”; together with the Original Agreement, the “Purchase
Agreement”), relating to that certain real property and improvements
located in Fairlawn, Ohio and more commonly known as Fairlawn Town Centre, as
more particularly described in Exhibit A to the Purchase Agreement;


 


             WHEREAS, pursuant to the provisions of
Section 35 of the Purchase Agreement Agreement, the Purchase Agreement
has terminated; and


 


            WHEREAS, Seller and Purchaser desire to
reinstate and amend certain of the terms and
provisions of the Purchase Agreement, on the terms set forth below.


 


             NOW, THEREFORE,
in consideration of the premises, the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                 
Reinstatement.  Seller and Purchaser agree that the Purchase
Agreement is hereby reinstated and, except as set forth in this Amendment, the
Purchase Agreement and all terms, conditions, covenants and agreements thereof
are hereby deemed to be in full
force and effect and are hereby ratified and confirmed in
all respects.  


 


2.                 
Recitals.  The foregoing recitals are hereby incorporated
into this Amendment to the same extent as if set forth herein in full.


 


3.                 
Defined Terms.  All capitalized terms used herein shall have the same
meanings given to them in the Purchase Agreement, unless specific definitions
for such terms are set forth herein.  As used in the Purchase Agreement, the
defined term “Agreement” shall mean the Purchase Agreement, as amended by this
Amendment.


 


4.                 
Purchase Price. The first sentence of Section 2 of the Purchase Agreement
is hereby deleted in its entirety and replaced with the following:  “The
purchase price for the Premises (the “Purchase Price”) is Forty-Two
Million Two Hundred Thousand and 00/100 Dollars ($42,200,000), payable as
follows:”. 


 


5.                 
Deposit.
 


 


a.                  
The last sentence of Section 2.2 of the
Purchase Agreement is hereby deleted in its entirety and replaced with the
following:


 


“As
used herein, (a) “Deposit” shall mean the Initial Deposit, the
Additional Deposit and, if applicable, the Extension Deposit (to the extent
same is deposited with Escrow 







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Agent pursuant to the
provisions of Section 4.2 below) and (b) “Downpayment” shall mean the
Deposit together with all interest thereon.”


 


b.                 
The first sentence of Section 2.3 of
the Purchase Agreement is hereby deleted in its entirety and replaced with the
following:


 


                     “Purchaser acknowledges and
agrees that time shall be of the essence with respect to Purchaser’s obligation
to deliver the Initial Deposit, the Additional Deposit and the Extension
Deposit.”


6.                 
Prior References in the Agreement to the Assumed Loan.   


 


a.                  
The first sentence of Section 2.4 of
the Purchase Agreement is hereby deleted in its entirety and replaced with the
following: 


 


“An amount equal to the
Purchase Price less the Downpayment on the Closing Date (as hereinafter
defined), as adjusted for prorations and apportionments as herein provided, by
wire transfer of immediately available federal funds to an account or accounts
designated by Seller (such funds, the “Closing Funds”).” 


 


b.                 
Section 4.1 of the Purchase Agreement
is hereby deleted in its entirety and replaced with the following: 


 


“The consummation of the
transactions contemplated hereby (the “Closing”), shall take place
through escrow at the offices of the Escrow Agent on January 15, 2013 (the “Initial
Scheduled Closing Date”).” 


 


c.                  
Section 4.2 of the Purchase Agreement is
hereby deleted in its entirety and replaced with the following.   


 


“Notwithstanding the foregoing provisions of this Section
4, Purchaser shall have the one-time right to cause the Initial Scheduled
Closing Date to be adjourned for a period of up to fifteen (15) days by
delivering Seller written notice (“Extension Notice”) of such election
at least five (5) days prior to the Initial Scheduled Closing Date (such date,
the “Purchaser Adjourned Closing Date”).  Concurrently with the delivery
of the Extension Notice Purchaser shall deliver the amount of One Hundred Fifty
Thousand and 00/100 Dollars ($150,000.00) (the “Extension Deposit”) by
wire transfer of immediately available federal funds to the order of Escrow
Agent.  If Purchaser has delivered the Extension Notice under Section 4.2,
but nevertheless fails to deliver the Extension Deposit to Escrow Agent
pursuant to Section 4.2, then Purchaser shall be deemed to have forever
waived its right to extend the Initial Scheduled Closing Date pursuant to this Section
4.2 (and such Extension Notice shall be of no force or effect).  Time shall
be of the essence with respect to Purchaser’s delivery of the Extension Notice
and the Extension Notice Deposit.  For the avoidance of doubt, Purchaser shall
not have the right to adjourn the Closing for any reason other than for the
specific reason set forth in this Section 4.2.  Notwithstanding anything
to the contrary contained herein, if Purchaser extends the Initial Closing Date
in accordance with this Section 4.2 then the reference in Section
36.3(b) to January 31, 2013 shall be changed to February 15, 2013.”


 


d.                 
The reference in Section 4.4 of the Purchase Agreement to “the
Purchaser Adjourned Closing Date II” are hereby deleted.


 


e.                  
Sections 6.1(iv), 6.10, 7.1(l)(ii), 7.1(s), 7.2(m), 11.1(r), 16(g),
17.8(i), and 49 to the Purchase Agreement are each hereby deleted in their
entirety and replaced with phrase “reserved”. 




 

 


f.                  
The parenthetical at the end of Section 7.2(n) to the Purchase Agreement
is hereby deleted.


 


g.                  
The parenthetical in Section 8.3(a) is hereby deleted.


 


h.                 
The last proviso at the end of Section 11.3(a) to the Purchase Agreement
is hereby deleted.


i.                   
Section 16(z) of the Purchase Agreement is
hereby deleted in its entirety and replaced with the following “cost to record
the mortgage release”


 


j.                   
Section 48 of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:


 


“Notwithstanding
anything to the contrary contained in this Agreement, Purchaser expressly
acknowledges and agrees that Purchaser’s obligations under this Agreement are
not in any way conditioned upon or qualified by Purchaser’s ability to obtain
financing of any type or nature whatsoever (i.e., whether by debt
financing, equity investment, or otherwise) to consummate the transaction
contemplated by this Agreement.”


 


7.                 
Title Insurance and Survey Matters.  Section 8.1 of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:


 


“8.1. 
 Purchaser and Seller acknowledge that (A) Purchaser has obtained Commitment
Number No. 1101-1928092, dated November 29, 2012 (the “Title Commitment”)
from First American Title Insurance Company (the “Title Company”), and
(B) Purchaser has obtained that certain ALTA/ACSM Land Title Survey No. 28256
of the Premises, December 6, 2012, prepared by Millman National Land Services
(the “Survey”).  Purchaser (x) acknowledges and agrees that all matters
stated in the Title Commitment and the Survey are acceptable to Purchaser (it
being agreed that the foregoing shall not eliminate Purchaser’s rights with
respect to updates to the Title Commitment or the Survey as more particularly
set forth in Section 8.2 below), and (y) Seller has no obligation to
cure any title matter or survey condition in respect of the Premises (except as
expressly provided in Section 8.3 below). Any matters revealed by the Title
Commitment and/or Survey shall be deemed “Permitted Title/Survey Exceptions”
(except to the extent Seller has an express obligations pursuant to Section 8.3
with respect to such matters revealed by the Title Commitment).”


 


8.                 
Due Diligence Period.  Seller and Purchaser hereby acknowledge
and agree that the Due Diligence Period is expiring as of the Second Amendment
Effective Date.  Upon execution of this Amendment by both Seller and Purchaser,
Purchaser shall be deemed to have delivered the Diligence Notice under Section
35.2 of the Purchase Agreement stating Purchaser has elected not to terminate
this Agreement and has elected to waive any right to terminate the Purchase
Agreement pursuant to the provisions of Section 35.  Accordingly, the Purchase
Agreement shall continue in full force and effect in accordance with its terms,
and the Deposit shall, subject to the express terms and conditions of the
Purchase Agreement, be nonrefundable.  As a condition to the effectiveness of
this Amendment, Purchaser shall, concurrently with the execution of this
Amendment, deliver the Additional Deposit to the Escrow Agent.


 


9.                 
Giant Eagle Amendment.  Pursuant to Section 18.1 of the Purchase
Agreement, Purchaser hereby approves that certain proposed lease amendment with
Giant Eagle in the form attached 







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hereto as Exhibit A;
accordingly, Seller shall have the right to
execute such lease amendment and upon such execution and delivery, the same shall
be deemed to be an Approved Lease Amendment for purposes of the Purchase
Agreement.


 


10.             
Title Company.  Seller hereby agrees that to the extent that
Purchaser desires to make a one-time change of the Title Company from First
American Title Insurance Company to any of Chicago Title Insurance Company,
Commonwealth Land Title Insurance Company or Fidelity National Title Insurance
Company, Seller shall consent to such change provided that (i) such title
company provides Seller with an insured closing letter substantially in the
same form as was deliver to Seller by First American Title Insurance Company,
(ii) such title company agrees to accept the owner’s title affidavit in the
form of Exhibit O to the Purchase Agreement, (iii) such change shall not
delay or extend the Closing Date, (iv) Seller shall not be required to incur
any additional cost or expense as result of such change, and (v) Purchaser shall
not have a right to object to any new matters or conditions on any title
commitment issued by such new title company, except to the extent that
Purchaser would have had a right to object to such any new matters or condition
pursuant to Section 8.2 of the Purchase Agreement as a result of such  new
title matter or condition first appearing of record after the effective date of
the Title Commitment (as such term is defined in Section 8.1 of the
Agreement).  The Purchaser acknowledges and agrees that it shall not have the
right to change the title company unless each of the conditions above is
satisfied. 


 


11.             
Ratification of Purchase Agreement.  Except as expressly amended
pursuant to the terms of this Amendment, the Purchase Agreement shall remain in
full force and effect in accordance with its original terms, including, without
limitation, Section 21 thereof, and the Purchase Agreement, as amended pursuant
to this Amendment, is hereby ratified by Purchaser and Seller.  From and after
the Second Amendment Effective Date, references to the Purchase Agreement shall
be deemed to be references to the Purchase Agreement, as amended by this
Amendment.


 


12.             
Conflicts.  In the event that any of the provisions of this
Amendment conflict with the provisions of the Purchase Agreement, the
provisions of this Amendment shall govern and control.


 


13.             
Counterparts; Execution by Facsimile or PDF Transmission.  To
facilitate execution, this Amendment may be executed in as many counterparts as
may be required; and it shall not be necessary that the signature of each
party, or that the signatures of all persons required to bind any party, appear
on each counterpart; but it shall be sufficient that the signature of each
party, or that the signatures of the persons required to bind any party, appear
on one or more of such counterparts.  All counterparts shall collectively
constitute a single agreement.  This Amendment may be executed by facsimile
transmission or by transmission of such signatures via a pdf file.  Any
signatures to this Amendment transmitted by either such method shall be deemed
delivery of original signatures to this Amendment.


 


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          IN
WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as
of the Second Amendment Effective Date.


 


SELLER: 


 


AG/WP FAIRLAWN
OWNER, L.L.C., 


a Delaware limited
liability company


 


By:       AG/WP
Fairlawn Parent, L.L.C., 


             a
Delaware limited liability company, its sole member


 


                                                                              By:     
 AG Real Estate Manager, Inc.,


                                                                                          
a Delaware corporation, its manager


 


 


By:       
  /s/ Ryan Klenovich______________


Name: 
Ryan Klenovich


Title: 
Vice President


 


 


(Signatures continue on next page)












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PURCHASER: 


 


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


Title: 
President












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Exhibit A


Giant Eagle Amendment


 


(Attached hereto)