1,303,000 Shares WHEELER REAL ESTATE INVESTMENT TRUST, INC. Series D Cumulative Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2018 • 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 Ladenburg Thalmann & Co. Inc., 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 1,303,000 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 195,450 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.”
