144,000 Units WHEELER REAL ESTATE INVESTMENT TRUST, INC. Units, Each of Which Consists of Five Shares of Series B Preferred Stock and Six Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of 144,000 units (the “Firm Units”), each of which consists of five shares of the Company’s Series B Preferred Stock, without par value per share (the “Series B Preferred Stock”), and six warrants (the “Warrants”) with the right to purchase the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective numbers of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 108,000 shares of Series B Preferred Stock (the
