REVERE HIGH YIELD FUND, LP WITH WHEELER REIT, LP TERM LOAN AGREEMENT Dated as of April 8, 2016Term Loan Agreement • April 12th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia
THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of April 8, 2016 between REVERE HIGH YIELD FUND, LP, a Delaware limited partnership having an office and place of business located at 2000 McKinney Avenue, Suite 2125, Dallas, Texas 75201 (the “Lender”) and WHEELER REIT, L.P., a Virginia limited partnership having an office and place of business located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452 (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 12, 2016 (this “Agreement”), by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and A-C Development Club, LLC, a South Carolina limited liability company (“A-C”). This Agreement is made pursuant to the terms of 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, that certain Fourth Amendment to Purchase and Sale Agreement dated February 5, 2016, that certain Fifth Amendment to Purchase and Sale Agreement dated February 11, 2016, that certain Sixth Amendment to Purchase and Sale Agreement dated February 29, 2016, that certain Seventh Amendment to Purchase and Sale Agreement dated March 7, 2015, that certain Ei
WHEELER REAL ESTATE INVESTMENT TRUST, INC. WARRANT AGREEMENT April 8, 2016Warrant Agreement • April 12th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia
In connection with the closing of the transaction contemplated by that certain Term Loan and Security Agreement, dated of even date herewith (the “Loan Agreement”), by and among Wheeler REIT, L.P., a Virginia limited liability company (the “Partnership”), Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and Revere High Yield Fund, LP, a Delaware limited partnership (the “Lender”), the Company agrees to issue the Lender a warrant to purchase an aggregate of 6,000,000 shares of the common stock, $0.01 par value per share, of the Company (“Common Stock”) set forth herein, solely in the event of an Event of Default (as such term is defined in the Loan Agreement) and subject to the terms and conditions contained herein (the “Warrant”). Unless otherwise separately defined herein, all capitalized terms in this agreement shall have the same meaning as is set forth in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 2016 (this “Agreement”), by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and Revere High Yield Fund, LP, a Delaware limited partnership (“Revere”). This Agreement is made pursuant to the terms of that certain Term Loan Agreement, dated April 8, 2016 by and between Wheeler REIT, L.P., a Virginia limited partnership for which the Company serves as general partner (the “Borrower”) and Revere (the “Loan Agreement”).
FIRST AMENDMENT AND JOINDER AGREEMENTFirst Amendment and Joinder Agreement • April 12th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT AND JOINDER AGREEMENT (“Agreement”) is executed as of April 12, 2016, WHEELER REIT, L.P., a Virginia limited partnership, the undersigned Guarantors, each of the undersigned (individually and collectively, the “Joining Party”), who are becoming guarantors pursuant to §5.5 of the Credit Agreement dated as of May 29, 2015, as from time to time in effect (the “Credit Agreement”), among WHEELER REIT, L.P. (the “Borrower”), the Guarantors, KeyBank National Association, a national banking association (“KeyBank”), as Administrative Agent for the lenders (“Agent”), and the lenders from time to time party thereto (“Lenders”). Terms used but not defined in this Agreement shall have the meanings defined for those terms in the Credit Agreement.
SUBSCRIPTION AGREEMENT WHEELER REIT, L.P.Subscription Agreement • April 12th, 2016 • 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, AS AMENDED, 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.
