AGREEMENT AND PLAN OF MERGER by and among WHEELER REAL ESTATE INVESTMENT TRUST, INC., WHLR MERGER SUB INC., WHLR OP MERGER SUB LLC, CEDAR REALTY TRUST, INC. and CEDAR REALTY TRUST PARTNERSHIP, L.P. Dated as of March 2, 2022Agreement and Plan of Merger • March 3rd, 2022 • Cedar Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2022, by and among: WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (“Parent”), WHLR MERGER SUB INC., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), WHLR OP MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub (“OP Merger Sub”, and together with Parent and Merger Sub, the “Parent Parties”), CEDAR REALTY TRUST, INC., a Maryland corporation (the “Company”), and CEDAR REALTY TRUST PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the Company, the “Company Parties”).
ASSET PURCHASE AND SALE AGREEMENT by and among THE SELLER PARTIES NAMED HEREIN, as Sellers CEDAR REALTY TRUST, INC., as Seller Parent, DRA FUND X-B LLC and KPR CENTERS LLC, collectively, as Purchaser, and DRA GROWTH AND INCOME MASTER FUND X-B, LLC, as...Asset Purchase and Sale Agreement • March 3rd, 2022 • Cedar Realty Trust, Inc. • Real estate investment trusts • Maryland
This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 2nd day of March, 2022, by and among the entities listed on Schedule I hereto (each such entity being referred to herein as a “Seller” and collectively, the “Sellers”), Cedar Realty Trust, Inc., a Maryland corporation (“Seller Parent”, and together with the Sellers, the “Seller Parties” and each a “Seller Party”), DRA FUND X-B LLC, a Delaware limited liability company (“DRA Purchaser”), and KPR CENTERS LLC, a Delaware limited liability company (“KPR Purchaser”) (collectively, as “Purchaser”), and, solely with respect to Section 8.8 hereof, DRA GROWTH AND INCOME MASTER FUND X-B, LLC, a Delaware limited liability company (“DRA Purchaser Parent”).
