AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. DESIGNATION OF SERIES C MANDITORILY CONVERTIBLE PREFERRED UNITS March 19, 2015Amendment to the Amended and Restated Agreement of Limited Partnership • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts
Pursuant to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of the Series C Manditorily Convertible Cumulative Perpetual Preferred Stock, without par value per share (the “Series C Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series C Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series C Preferred Stock to the Partnership:
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 17, 2015, by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). The Purchaser and all other purchasers entering into Securities Purchase Agreements in the same form as this Agreement concurrently herewith are collectively referred to herein as the “Purchasers.”
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS SHAREHOLDER RIGHTS AGREEMENT is entered into as of March 19, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Westport Capital Partners LLC, a Connecticut limited liability company (the “Anchor Investor”), as agent on behalf of certain investment entities managed or advised by the Anchor Investor, as set forth on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”), and the Investors.
LETTER AGREEMENTVoting Agreement • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS LETTER AGREEMENT is entered into as of March 17, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”) and Jon S. Wheeler.
FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENT (this “Amendment”) is made and is effective as of March 18, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Wheeler REIT, L.P., a Virginia limited partnership of which the Company is the sole general partner (the “OP,” and together with the Company, the “Transaction Entities”), and Compass Point Research & Trading, LLC, as representative of the several placement agents (collectively with the Transaction Entities, the “Parties”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2015 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2015 (this “Agreement”), by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the signatory hereto (the “Purchaser”). This Agreement is made in conjunction with a securities purchase agreement, dated as of the date hereof, between the Company and the Purchaser (the “Securities Purchase Agreement”). The Company has entered into securities purchase agreements with other purchasers (collectively, the “Other Purchasers”) of the Series C Preferred Shares (as defined below) in the same form as the Securities Purchase Agreement and is entering into registration rights agreements with the Other Purchasers in the same form as this Agreement.
