637,000 Shares WHEELER REAL ESTATE INVESTMENT TRUST, INC. Series D Cumulative Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 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 637,000 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 95,550 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. AMENDED DESIGNATION OF ADDITIONAL SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS December 1, 2016Wheeler Real Estate Investment Trust, Inc. • December 5th, 2016 • Real estate investment trusts
Pursuant to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P., as amended (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows:
