1,600,000 Shares WHEELER REAL ESTATE INVESTMENT TRUST, INC. Series D Cumulative Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2016 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and Wheeler REIT, L.P., a Virginia limited partnership for which the Company is the sole general partner (the “Operating Partnership” and together with the Company, the “Transaction Entities”), agree with Compass Point Research & Trading, LLC, as the representative (the “Representative”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters 1,600,000 shares (the “Firm Shares”) of its Series D Cumulative Convertible Preferred Stock, without par value per share, of the Company (the “Series D Preferred Stock”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 240,000 additional shares of its Series D Preferred Stock (the “Optional Shares”) as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Shares.”
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. DESIGNATION OF SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS September 16, 2016Wheeler Real Estate Investment Trust, Inc. • September 20th, 2016 • 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 D Cumulative Convertible Preferred Stock, without par value per share (the “Series D Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series D 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 D Preferred Stock to the Partnership:
