0001193125-12-236822 Sample Contracts

CEDAR REALTY TRUST, INC.
Underwriting Agreement • May 16th, 2012 • Cedar Realty Trust, Inc. • Real estate investment trusts • New York

Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), of which the Company is the sole general partner, confirm their agreement with MLV & Co. LLC (“MLV”), and each of the several underwriters listed on Schedule A hereto (collectively, the “Underwriters”) for whom MLV is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company, through the Underwriters, on a best efforts basis, of up to 400,000 shares (the “Securities”) of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Series B Preferred Stock”).

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AMENDMENT NO. 5 TO AGREEMENT OF LIMITED PARTNERSHIP OF CEDAR REALTY TRUST PARTNERSHIP, L.P.
Agreement of Limited Partnership • May 16th, 2012 • Cedar Realty Trust, Inc. • Real estate investment trusts

This Amendment No. 5 to Agreement of Limited Partnership (the “Partnership Agreement”) of Cedar Realty Trust Partnership, L.P. (this “Amendment”) is entered into as of May , 2012, by and among Cedar Realty Trust, Inc. (the “General Partner”) and the limited partners signatory hereto. All capitalized terms used herein shall have the meanings given to them in the Partnership Agreement.

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