Wheeler Real Estate Investment Trust, Inc. Riversedge North 2529 Virginia Beach Boulevard Virginia Beach, VA 23452Backstop Commitment • July 8th, 2021 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Reference is made to: (i) the Registration Rights Agreement, dated as of March 12, 2021 (the “RRA”), among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”) and the holders from time to time of the Magnetar/AY2 Warrants (“Investors”); (ii) the Registration Statement on Form S-11, filed with the Securities and Exchange Commission on July 8, 2021 (the “Form S-11”); (iii) the rights offering notice sent to each of the Backstop Parties (as defined below) on June 2, 2021 (the “Rights Offering Notice”); and (iv) the election notice to backstop the Rights Offering (as defined below) that the Backstop Parties sent to the Company on June 16, 2021 whereby the Backstop Parties exercised their Backstop Right (as defined below) in respect of the Rights Offering (as defined below). Terms used but not defined herein shall have the meaning ascribed to them in the RRA and Form S-11, as applicable.
