FINANCING AGREEMENT Dated as of December 22, 2020 by and among WHEELER REAL ESTATE INVESTMENT TRUST, INC. as Borrower, EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME...Financing Agreement • December 23rd, 2020 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Financing Agreement, dated as of December 22, 2020, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Borrower”), each subsidiary listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), Powerscourt Investments XXII, LP (“Powerscourt”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Powerscourt, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each an “Agent” and, collectively, the “Agents”).
WHEELER REAL ESTATE INVESTMENT TRUST, INC. COMMON STOCK PURCHASE WARRANTFinancing Agreement • December 23rd, 2020 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Warrant is hereby issued in connection with, and is a condition precedent to, the Financing Agreement, dated as of December 22, 2020 (the “Financing Agreement”), by and among the Company as borrower, each Subsidiary of the Company party thereto as a guarantor, the lenders from time to time party thereto, and Powerscourt Investments XXII, LP as administrative agent and collateral agent. Unless otherwise separately defined herein, all capitalized terms used in this Warrant shall have the respective meanings ascribed to them in the Financing Agreement.
WHEELER REAL ESTATE INVESTMENT TRUST, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION Rights Agreement (this “Agreement”) is made as of December 22, 2020, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the Persons identified on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”)), and such other Persons, if any, that from time to time become a party hereto as holders of Registrable Securities (as defined below).
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT, L.P. December 22, 2020Wheeler Real Estate Investment Trust, Inc. • December 23rd, 2020 • Real estate investment trusts
Pursuant to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P., as amended (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows:
