0001527541-15-000053 Sample Contracts

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. DESIGNATION OF SERIES B CONVERTIBLE PREFERRED UNITS April 10, 2015
Wheeler Real Estate Investment Trust, Inc. • April 15th, 2015 • 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 B Preferred Stock, without par value per share (the “Series B Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series B 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 B Preferred Stock to the Partnership:

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AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. DESIGNATION OF SERIES A CONVERTIBLE PREFERRED UNITS April 10, 2015
Wheeler Real Estate Investment Trust, Inc. • April 15th, 2015 • 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 A Preferred Stock, without par value per share (the “Series A Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series A 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 A Preferred Stock to the Partnership:

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. AMENDED DESIGNATION OF SERIES C MANDITORILY CONVERTIBLE PREFERRED UNITS April 13, 2015
Wheeler Real Estate Investment Trust, Inc. • April 15th, 2015 • 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 C Mandatorily Convertible Cumulative Perpetual Preferred Stock, without par value per share (the “Series C Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series C 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 C Preferred Stock to the Partnership:

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