0001193125-12-120267 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REAL ESTATE INVESTMENT TRUST, L.P. a Virginia limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...
Limited Partnership Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REAL ESTATE INVESTMENT TRUST, L.P., dated as of [ ], 2012, is made and entered into by and among WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

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WHEELER REAL ESTATE INVESTMENT TRUST, INC. Public Offering of Shares of Common Stock Maximum: 4,000,000 Shares Minimum: 3,000,000 Shares PLACEMENT AGREEMENT
Placement Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware

The undersigned, Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), hereby confirms its agreement with you (unless otherwise defined herein, the term “you” shall collectively refer to the Placement Agents) as follows:

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ESCROW AGREEMENT
Escrow Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Escrow Agreement (this “Agreement”) is made and entered into as of the day of , 2012, by and among WELLINGTON SHIELDS & CO., LLC, a limited liability company and CAPITOL SECURITIES MANAGEMENT, INC., a corporation (individually and collectively, the “Placement Agent”), WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation (the “Escrow Agent”).

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MANAGEMENT AGREEMENT among WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHEELER REAL ESTATE INVESTMENT TRUST, L.P. and WHLR MANAGEMENT, LLC Dated as of , 2012
Management Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THIS MANAGEMENT AGREEMENT dated as of , 2012, among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Trust”), Wheeler Real Estate Investment Trust, L.P., a Virginia limited partnership (the “Operating Partnership”), and WHLR Management, LLC, a Virginia limited liability company (the “Manager”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Employment Agreement (“Agreement”) is made as of , 2012 between Wheeler Real Estate Investment Trust, Inc. (“Employer” or “the REIT”), and Steven M. Belote (“Employee”).

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CONTRIBUTION AND SUBSCRIPTION AGREEMENT WHEELER REAL ESTATE INVESTMENT TRUST, L.P.
Contribution and Subscription Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THE UNITS ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, STATE SECURITIES LAWS OR THE LAWS OF ANY COUNTRY OUTSIDE THE UNITED STATES. ISSUANCE OF THE UNITS IS MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION. THE UNITS CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED IN COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Employment Agreement (“Agreement”) is made as of , 2012 between Wheeler Real Estate Investment Trust, Inc. (“Employer” or “the REIT”), and Robin Hanisch (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Employment Agreement (“Agreement”) is made as of , 2012 between Wheeler Real Estate Investment Trust, Inc. (“Employer” or “the REIT”), and Jon S. Wheeler (“Employee”).

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March 13, 2012 Mr. Harrison J. Perrine Norfolk, VA 23501 Re: Formation of Wheeler Real Estate Investment Trust, Inc. Dear Harrison:
Formation Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts

This letter agreement (this “Letter Agreement”) will serve to memorialize the legally binding agreement by and between you and me regarding the matters described below.

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Form of Lock-Up Agreement [INDIVIDUAL LETTERHEAD] [DATE]
Lock-Up Agreement • March 19th, 2012 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
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