FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 99.5

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Fifth Amendment”) is made effective as of February 11, 2016, by and between A-C DEVELOPMENT CLUB, LLC, a South Carolina limited liability company, A-C FINANCING, LLC, a South Carolina limited liability company, LITCHFIELD SHOPS FINANCING, LLC, a South Carolina limited liability company, LADSON CROSSING FINANCING, LLC, a South Carolina limited liability company, XXXXXX CENTER FINANCING, LLC, a South Carolina limited liability company, and SHOPPES AT XXXXXX XXXX, LLC, a South Carolina limited liability company (collectively referred to herein as “Seller”) and WHLR-ACD ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Purchaser”).

RECITALS:

WHEREAS, Seller and Purchaser previously entered into that certain Purchase and Sale Agreement, dated November 30, 2015, as amended by that certain First Amendment to Purchase and Sale Agreement dated December 7, 2015, that certain Second Amendment to Purchase and Sale Agreement dated December 29, 2015, that certain Third Amendment to Purchase and Sale Agreement dated January 8, 2016, and that certain Fourth Amendment to Purchase and Sale Agreement dated February 5, 2016 (as amended, the “Contract”) for the sale of the Property as defined in the Contract, located in South Carolina and Georgia;

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

NOW, THEREFORE, in consideration of the mutual promises 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 Contract shall have the same meanings in this Fifth Amendment unless specifically codified herein.

2. Closing. Section 9 (A) of the Contract is deleted in its entirety and the following is substituted in its place:

“9. A. Unless this Contract is terminated by Purchaser or Seller as herein provided, the closing hereunder (the “Closing”) shall be conducted in escrow by the Escrow Agent on or before March 1, 2016 (the “Closing Date”).”

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. Contract Remains in Effect. Subject to the specific amendments and agreements set forth in this Fifth Amendment, the Contract 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:
A-C DEVELOPMENT CLUB, LLC
By: Greenbax Enterprises, Inc., its Managing Member
		By:		/s/ Xxxxx X. Schools
		Name:		Xxxxx X. Schools
		Title:		President
A-C FINANCING, LLC
By: A-C Manager, its Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxxxxxx, Xx.
		Title:		Senior Vice President
LITCHFIELD SHOPS FINANCING, LLC
By: A-C Development Club, LLC, its Member
		By: Greenbax Enterprises, Inc., its Managing Member
				By:		/s/ Xxxxx X. Schools
				Name:		Xxxxx X. Schools
				Title:		President

LADSON CROSSING FINANCING, LLC
By: A-C Development Club, LLC, its Member
		By: Greenbax Enterprises, Inc., its Managing Member
				By:		/s/ Xxxxx X. Schools
				Name:		Xxxxx X. Schools
				Title:		President
XXXXXX CENTER FINANCING, LLC
By: A-C Development Club, LLC, its Member
		By: Greenbax Enterprises, Inc., its Managing Member
				By:		/s/ Xxxxx X. Schools
				Name:		Xxxxx X. Schools
				Title:		President
SHOPPES AT XXXXXX XXXX, LLC
By: A-C Development Club, LLC, its Member
		By: Greenbax Enterprises, Inc., its Managing Member
				By:		/s/ Xxxxx X. Schools
				Name:		Xxxxx X. Schools
				Title:		President

PURCHASER:
WHLR-ACD Acquisition Company, LLC,
a Delaware limited liability company
By:		/s/ Xxx. X. Xxxxxxx
Name:		Xxx X. Xxxxxxx
Title:		Manager