0001193125-14-389368 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Employment Agreement (“Agreement”) is made as of October 24, 2014 between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (“Employer”), and Steven M. Belote (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Employment Agreement (“Agreement”) is made as of October 24, 2014 between Wheeler Real Estate Investment Trust, Inc. (“Employer”), and Robin Hanisch (“Employee”).

TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 30th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2014 by and among WHEELER REIT, L.P., a Virginia limited partnership (the “Partnership”), WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT”), and JON S. WHEELER, a resident of the Commonwealth of Virginia (the “Contributor”).

MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT
Membership Interest Contribution Agreement • October 30th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

This Membership Interest Contribution Agreement (this “Agreement”) is made and entered into as of this 24th day of October, 2014 (the “Effective Date”), by and among Jon S. Wheeler, a resident of the Commonwealth of Virginia (“Wheeler”), and Wheeler REIT, L. P., a Virginia limited partnership (“REIT”).

TERMINATION AGREEMENT
Termination Agreement • October 30th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THIS TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into as of this 24th day of October, 2014 (the “Termination Date”) by and between Wheeler Real Estate Investment Trust, Inc. (“WHLR”), Wheeler Real Estate Investment Trust, L.P. (“Wheeler REIT”), and WHLR Management, LLC (“WHLR Management”). WHLR, Wheeler REIT and WHLR Management are collectively referred to as the “Parties” herein.

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