First Amendment to the Purchase and Sale Agreement, between R.A. Wilson Enterprises, LLC and Freds Stores of Tennessee, Inc., dated as of October 29, 2019

DocuSign Envelope ID: B47FAA5C-286C-41E2-9D83-2AA3FC404888

Exhibit 10.2

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered by and between R.A. Wilson Enterprises, Inc., an Arkansas corporation (“Buyer”), and Fred’s Stores of Tennessee, Inc., a Delaware corporation (“Seller”).

RECITALS

A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of October 8, 2019 (the “Agreement”), with respect to the purchase and sale of that certain Property described therein.

B. The parties agree to amend the Agreement as hereinafter set forth.

AGREEMENT

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

1. Terms. The foregoing recitals are true and correct and are incorporated herein by reference. Unless otherwise expressly defined herein, capitalized terms used herein shall have the meanings set forth in the Agreement.

2. Effective Date. This Amendment will be effective at the time of the last party to sign this Amendment between Seller and Buyer.

3. Purchase Price. Section 2(a) of the Agreement is hereby amended to delete the sum of Nine Million Five Hundred Thousand Dollars ($9,500,000) as the purchase price and substitute in lieu thereof the sum of Twenty-Two Million Three Hundred Thousand Dollars ($22,300,000) as the amended Purchase Price.

4. Exhibit A. Exhibit A as attached to the Agreement is hereby deleted in its entirety, and replaced with the Exhibit A as attached to this Amendment.

5. Conflict. In the case of any conflict between the terms of this Amendment and the provisions of the Agreement, the terms of this Amendment shall control.

6. Ratification. Subject to approval of the Bankruptcy Court, all terms and provisions of the Agreement, except as specifically modified herein, are hereby ratified and confirmed and shall remain in full force and effect.

7. Governing Law. The terms and provisions of this Amendment shall be governed by and construed in accordance with the same governing law provisions as set forth in Section 15 of the Agreement.

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DocuSign Envelope ID: B47FAA5C-286C-41E2-9D83-2AA3FC404888

8. Successors and Assigns. This Amendment shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

9. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts. Each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same agreement. This Amendment may be executed by facsimile or e-mail of a PDF file, which shall have the same force and effect as original signatures.

[signature on following page]

4850–4586–4875.2

DocuSign Envelope ID: B47FAA5C-286C-41E2-9D83-2AA3FC404888

IN WITNESS WHEREOF, the parties have executed this Amendment.

4850–4586–4875.2

Exhibit A

Property Information

4850–4586–4875.2

4850–4586–4875.2