Eighth Amendment to Purchase and Sale Agreement, dated March 7, 2017

THIS EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 7^th day of March, 2017, by and between JANAF SHOPPING CENTER, LLC, a Delaware limited liability company (“JSC”), JANAF SHOPS, LLC, a Virginia limited liability company (“Shops”), JANAF HQ, LLC, a Virginia limited liability company (“JHQ”) and JANAF CROSSINGS, LLC, a Virginia limited liability company (“Crossings”) (collectively and each individually, “Seller”), and WHLR-JANAF, LLC, a Delaware limited liability company, or assigns (the “Purchaser”).

R-1.    Seller and Purchaser are parties to a certain Purchase and Sale Agreement (as amended, the “Purchase Agreement”) dated as of November 3, 2016, relating to certain Property located in the City of Norfolk, Virginia, more particularly described in the Purchase Agreement.

R-2.    This Purchase Agreement has been amended by a certain First Amendment to Purchase and Sale Agreement dated December 2, 2016 (the “First Amendment”), a certain Second Amendment to Purchase and Sale Agreement dated January 6, 2017 (the “Second Amendment”), a certain Third Amendment to Purchase and Sale Agreement dated January 9, 2017 (the “Third Amendment”), a certain Fourth Amendment to Purchase and Sale Agreement dated January 11, 2017 (the “Fourth Amendment”), a certain Fifth Amendment to Purchase and Sale Agreement dated January 13^th, 2017 (the “Fifth Amendment”), a certain Sixth Amendment to Purchase and Sale Agreement dated February 3^, 2017; and a certain Seventh Amendment to Purchase and Sale Agreement dated March 6, 2017.

R-3.    Seller and Purchaser desire to further amend the Purchase Agreement.

NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1.Amendment. The Purchase Agreement is hereby amended as follows:

Review Period. The definition of “Review Period”, as initially stated on page 2 of the Purchase Agreement and as modified by the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh Amendment is hereby deleted in its entirety and restated as follows:

“Review Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. (Norfolk, Virginia time) on March 8, 2017.

2.Miscellaneous. Except as expressly amended in this Amendment, the Purchase Agreement shall remain in full force and effect. All capitalized terms not defined in this Amendment shall have the same definition and meaning as set forth in the Purchase Agreement. In the event of a conflict between the terms, conditions and provisions of the Purchase Agreement and those of this Amendment, the terms, conditions and provisions of this Amendment shall prevail.

3.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and/or with counterpart signature pages, all of which shall be treated collectively as representing the single execution of this Amendment. This Amendment may also be executed through facsimile/electronic signatures, which shall have the same binding effect on the parties as original signatures.

IN WITNESS WHEREOF, the parties have executed this Eighth Amendment to Purchase and Sale Agreement.

By:    /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

JANAF SHOPPING CENTER, LLC,

a Delaware limited liability company

By:     Janaf Shopping Center Mezz LLC,

a Michigan limited liability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware limited liability company

By:     Janaf Associates Mezz LLC,

a Michigan limited liability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia limited liability company

By:    Janaf Crossings Manager LLC

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia limited liability company

By:     GPR McKinley Manager LLC,

Albert M. Berriz, Manager