ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • August 6th, 2013 • Cedar Realty Trust, Inc. • Real estate investment trusts • New York
Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), KeyBanc Capital Markets Inc. (“KBCM”) or RBC Capital Markets, LLC (“RBC”), as sales agents and/or principals (each, an “Agent”, and collectively, the “Agents”) up to 10,000,000 shares (the “Shares”) of the Company’s common stock, $0.06 par value (the “Common Stock”), on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM
