Exhibit 10.7

FIFTH AMENDMENT TO PURCHASE CONTRACT

THIS FIFTH AMENDMENT TO PURCHASE CONTRACT (“FIFTH Amendment”) is made effective as of October 12, 2012, by and between TWIN CITY CROSSING, LLC, (“Seller”) and WHEELER INTERESTS, INC. (“Purchaser”).

RECITALS:

Whereas, Seller and Purchaser previously entered into that certain Purchase Contract, dated June 11, 2012, as amended by First Amendment to Purchase Contract, dated July 26, 2012, as further amended by Second Amendment to Purchase Contract, dated August 9, 2012, as further amended by Third Amendment to Purchase Contract, dated August 16, 2012, as further amended by Fourth Amendment to Purchase Contract, dated August 30, 2012 (as amended, the “Agreement”) for the sale of the Property as defined in the Agreement, including, without limitation, certain real property and improvements located in the Town of Batesburg-Leesville, County of Lexington, South Carolina;

WHEREAS, Purchaser and Seller desire to amend the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, Purchaser and Seller hereby undertake and agree as follows:

1. Defined Terms. Terms defined in the Agreement shall have the same meanings in this FIFTH Amendment unless specifically codified herein.

2. Closing Date. The Closing Date shall be on or before November 9, 2012.

3. Execution by Facsimile/Counterparts. Execution of this instrument may be evidenced by facsimile signature which shall be deemed an original for all purposes. To facilitate execution, this FIFTH Amendment may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement.

4. Agreement Remains in Effect. Subject to the specific amendments and agreements set forth in this FIFTH Amendment, the Agreement shall remain in full force and effect without modification.

[SIGNATURES ON FOLLOWING PAGE]


IN WITNESS WHEREOF, Seller and Purchaser have caused this FIFTH Amendment to be signed as of the date first above written.

 

SELLER:     TWIN CITY CROSSING, LLC, a Georgia limited liability company
    By: Du Rhone Group, Ltd., its Manager
      By:  

/s/ Neil R. Smith

      Neil R. Smith
      Executive Vice President
PURCHASER:     WHEELER INTERESTS, INC.
    By:  

/s/ Jon S. Wheeler

    Name:  

JON S. WHEELER

    Its:  

PRESIDENT/CEO