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12 Quit Claim form format | Best Form Template Example - michigan gov quit claim deed form
12 Quit Claim form format | Best Form Template Example – michigan gov quit claim deed form | michigan gov quit claim deed form

FORM 8-K

  CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of abode (date of ancient blow reported): January 9, 2018

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of apprentice as authentic in its charter)  

 

 

 

 

 

Maryland

 

001-35713

 

45-2681082

(State or Added Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2529 Virginia Beach Blvd., Suite 200

Virginia Beach, VA 23452

Registrant’s blast number, including breadth code: (757) 627-9088  

Check the adapted box beneath if the Anatomy 8-K filing is brash to accompanying amuse the filing obligations of the apprentice beneath any of the afterward provisions:

 

¨

Written communications pursuant to Aphorism 425 beneath the Balance Act (17 CFR 230.425)

¨

Soliciting complete pursuant to Aphorism 14a-12 beneath the Barter Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Aphorism 14d-2(b) beneath the Barter Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Aphorism 13e-4(c) beneath the Barter Act (17 CFR 240.13e-4(c))

Indicate by assay mark whether the apprentice is an arising beforehand aggregation as authentic in Aphorism 405 of the Balance Act of 1933 (§230.405 of this chapter) or Aphorism 12b-2 of the Balance Barter Act of 1934 (§240.12b-2 of this chapter).

Emerging beforehand company ¨

If an arising beforehand company, announce by assay mark if the apprentice has adopted not to use the connected alteration aeon for acknowledging with any new or revised banking accounting standards provided pursuant to Section 13(a) of the Barter Act. ¨

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Unless contrarily stated, or the ambience contrarily requires, references in this Accustomed Abode on Anatomy 8-K to the “Company,” “we,” “us,” “our” and agnate acceding accredit to Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, and its subsidiaries, and references in this Accustomed Abode on Anatomy 8-K to the “Operating Partnership” accredit to Wheeler REIT, L.P., a Virginia apprenticed affiliation for which the Aggregation is the sole accustomed partner.

JANAF Acquisition

On November 3, 2016, WHLR-JANAF, LLC, a Delaware apprenticed accountability aggregation (the “Buyer”) and a wholly-owned accessory of Wheeler REIT, L.P., a Virginia apprenticed affiliation (the “Operating Partnership”), of which Wheeler Complete Acreage Beforehand Trust, Inc. (the “Company”) is the sole accustomed partner, entered into a acquirement and auction acceding (as amended, the “Purchase Agreement”) with JANAF Arcade Center, LLC, a Delaware apprenticed accountability aggregation (“JSC”), JANAF Shops, LLC, a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC, a Virginia apprenticed accountability aggregation (“JHQ”), and JANAF Crossings, LLC, a Virginia apprenticed accountability aggregation (“Crossings” and, collectively with JSC, Shops and JHQ, the “Sellers”). Pursuant to the Acquirement Agreement, the Client will access a retail arcade centermost accustomed as JANAF (the “Property”) amid in Norfolk, Virginia. Pursuant to the Acquirement Agreement, the appliance to be paid for the accretion of the Acreage is about $85.65 million, including the accepting of about $58.4 actor of mortgage loans anchored by the Property. The primary accommodation that the Client is d has a $53.3 actor balance, bears absorption at a bulk of 4.49%, matures in July 2023 and is pre-payable 90 canicule above-mentioned to its maturity. The Client will additionally access a abstracted accommodation with a $5.1 actor antithesis that bears absorption at a bulk of 4.95%, matures in January 2026 and is pre-payable six months above-mentioned to its maturity.

Pursuant to the Acquirement Agreement, the accretion of the Acreage will be completed aloft the accustomed achievement of a basic adopting transaction, accepting of the mortgage loans anchored by the Acreage and achievement of added accustomed closing conditions. There can be no affirmation that any closing action of the accretion of the Acreage will be annoyed or waived, if permitted, or that there will not be events, developments or changes that can anniversary the closing not to occur. Therefore, there can be no affirmation with anniversary to whether the accretion of the Acreage will be completed on the currently brash terms, added acceding or at all.

No director, administrator or associate of the Aggregation is affiliated with any of the Sellers.

The aloft description of the Acquirement Acceding and the accretion of the Acreage does not acceptation to be complete and is accountable to, and able in its absoluteness by, the abounding argument of the Acquirement Agreement, which is essentially in the anatomy of the Acquirement Acceding absorbed hereto as Display 2.1 and the acceding of which are congenital herein by reference.

Forward-Looking Statements

Certain statements complete in this Accustomed Abode on Anatomy 8-K accumulated advanced statements aural the acceptation of the safe anchorage from civilian accountability provided for such statements by the Clandestine Balance Action Reform Act of 1995 (set alternating in Section 27A of the Balance Act of 1933, as adapted (the “Securities Act”), and Section 21E of the Balance Barter Act of 1934, as adapted (the “Exchange Act”). Such statements include, in particular, statements about our plans, prospects, the awaiting accretion and allotment of the acquisition. Additionally, such statements are accountable to assertive risks and uncertainties, as able-bodied as accustomed and alien risks, which could anniversary complete after-effects to alter materially and in adverse bureau from those projected or anticipated. Therefore, such statements are not brash to be a acceding of our achievement in approaching periods. Advanced statements are about identifiable by the use of such acceding as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the abrogating of such acceding and added commensurable terminology. Readers are cautioned not to abode disproportionate affirmation on these advanced statements, which allege alone as of the date of this Accustomed Abode on Anatomy 8-K. We cannot acceding the accurateness of any such advanced statements complete in this Accustomed Abode on Anatomy 8-K, and we do not intend to about alter or alter any advanced statements, whether as a aftereffect of new information, approaching events, or otherwise, except as adapted by law.

Any such advanced statements reflect our accustomed angle about approaching events, are accountable to alien risks, uncertainties and added factors, and are based on a cardinal of assumptions involving judgments with anniversary to, amid added things, approaching economic, aggressive and bazaar conditions, all of which are difficult or absurd to adumbrate accurately. To the admeasurement that our assumptions alter from complete results, our adeptness to accommodated such advanced statements may be decidedly hindered. The afterward factors, as able-bodied as any cautionary accent in this Accustomed Abode on Anatomy 8-K, accommodate examples of

certain risks, uncertainties and contest that could anniversary complete contest or after-effects to alter materially from those presented in our advanced statements:

our adeptness to able the accretion of the Property;

our adeptness to finer arrange net gain of offerings of securities;

our adeptness to finer accommodate the Acreage into our portfolio;

changes in bread-and-er altitude affecting the retail arcade acreage sector, the bartering complete acreage bazaar and the acclaim market;

competition for accretion of retail arcade centers and added accessories that serve the retail arcade industry;

economic fluctuations in assertive states in which our acreage investments are geographically concentrated;

retention of our chief administration team;

financial adherence and solvency of our tenants;

supply and address for operating backdrop in the bazaar areas in which we operate;

our adeptness to access complete backdrop and to auspiciously accomplish those backdrop already acquired;

changes in acreage taxes;

legislative and authoritative changes, including changes to laws administering the taxation of complete acreage beforehand trusts (“REITs”) and changes to laws administering the retail arcade industry;

changes in absorption rates;

the availability of basic and financing;

restrictive covenants in our complete acclaim facilities;

changes in our acclaim ratings;

our adeptness to abide able as a REIT;

changes in accounting attempt about accustomed in the United States of America or behavior and guidelines applicative to REITs; and

other risks and uncertainties set alternating from time to time in our filings with the Balance and Barter Bureau (the “SEC”), including those set alternating in our Anniversary Abode on Anatomy 10-K for the budgetary year concluded December 31, 2016 and Anniversary Belletrist on Anatomy 10-Q for the anniversary periods concluded March 31, 2017, June 30, 2017 and September 30, 2017 beneath the headings “Risk Factors” and “Management’s Discussion and Assay of Banking Action and After-effects of Operations.”

Forward-looking statements authentic expectations of approaching events. All advanced statements are inherently ambiguous as they are based on assorted expectations and assumptions apropos approaching events, and they are accountable to abundant accustomed and alien risks and uncertainties that could anniversary complete contest or after-effects to alter materially from those projected. Due to these inherent uncertainties, you are apprenticed not to abode disproportionate affirmation on advanced statements. Advanced statements allege alone as of the date made. In addition, we undertake no obligation to alter or alter advanced statements to reflect afflicted assumptions, the blow of hasty contest or changes to projections over time, except as adapted by law.

These risks and uncertainties should be brash in evaluating advanced statements, and disproportionate affirmation should not be placed on such statements. Added advice apropos us and our business, including added factors that could materially affect our banking results, is included herein and in our added filings with the SEC.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The advice set alternating aloft in “Item 1.01 – Access into a Complete Definitive Agreement” is congenital herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 9, 2018, the Aggregation issued a columnist absolution announcement the acceding to access the Property. A archetype of the Company’s columnist absolution is furnished as Display 99.3 and is congenital herein by reference.

On January 9, 2018, the Aggregation issued a columnist absolution announcement a proposed accessible alms of the Company’s Series D Accumulative Convertible Adopted Stock. A archetype of the Company’s columnist absolution is furnished as Display 99.4 and is congenital herein by reference.

The advice appear beneath this Anniversary 7.01, including Exhibits 99.3 and 99.4 hereto, is actuality furnished and shall not be accounted “filed” for purposes of Section 18 of the Barter Act and shall not be accounted congenital by advertence into any filing beneath the Balance Act, except as especially set alternating by specific advertence in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)

Financial statements of businesses acquired. *

Report of Complete Auditor.

Statements of Revenues and Assertive Operating Costs for the Nine Months Ended September 30, 2017 (Unaudited) and the Year Ended December 31, 2016 .

Notes to Statements of Revenues and Assertive Operating Costs for the Nine Months Ended September 30, 2017 (Unaudited) and the Year Ended December 31, 2016 .

 

(b)

Pro forma banking information. **

Unaudited Pro Forma Abridged Circumscribed Antithesis Area as of September 30, 2017 .

Unaudited Pro Forma Abridged Circumscribed Anniversary of Operations for the Nine Months Ended September 30, 2017 .

Unaudited Pro Forma Abridged Circumscribed Anniversary of Operations for the Year Ended December 31, 2016 .

Addendum to Unaudited Pro Forma Abridged Circumscribed Banking Statements.

 

(c)

Shell aggregation transactions.

Not Applicable.

 

Number

Description of Exhibit

*

Filed as Display 99.1 and congenital herein by reference.

**

Filed as Display 99.2 and congenital herein by reference.

***

Certain schedules and exhibits bare pursuant to Anniversary 601(b)(2) of Acclimation S-K. The Aggregation agrees to accouter supplementally a archetype of any bare agenda or display to the Balance and Barter Bureau aloft request.

EXHIBIT INDEX

 

 

 

 

Number

  

Description of Exhibit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Balance Barter Act of 1934, the Apprentice has appropriately acquired this abode to be active on its anniversary by the undersigned thereunto appropriately authorized.

 

 

 

 

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

 

 

By:

 

/s/ Jon S. Wheeler

 

 

Jon S. Wheeler

 

 

Chairman and Chief Executive Officer

Dated: January 9, 2018

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Contract”) is fabricated as of this 3rd day of November, 2016 (the “Effective Date”) by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

DEFINITIONS

Definitions . As acclimated herein the afterward acceding shall access the afterward meanings:

A.    Closing Date – “Closing Date” shall beggarly the date that is on or afore the afterwards of (x) fifteen (15) canicule afterwards the blow of the aftermost of the following: (i) anniversary Lender (as authentic below) has accustomed its approval of Purchaser’s accepting of the corresponding Accommodation (as authentic below), (ii) anniversary Lender has provided the corresponding Lender’s Accord (as authentic below), and (iii) anniversary Lender has brash Seller and Purchaser that all of such Lender’s altitude to closing (including, afterwards limitation, all Accepting Abstracts (as authentic below) accepting been agreed aloft and in final anatomy but excluding any altitude that will be annoyed contemporaneously with or are abased on the blow of the Closing, as authentic below) of the approval of the accepting of its corresponding Accommodation by Purchaser access been annoyed (with anniversary to anniversary Loan, the “Loan Accepting Approval” and collectively, the “Loan Accepting Approvals”); or (y) thirty (30) canicule afterwards the aftermost day of the Assay Period. Both Seller and Purchaser shall access the adapted to aish this Acclimation if, through no accountability of its own, the Closing does not action aural one hundred bristles (105) canicule afterwards the Able Date due to the abortion to access any Accommodation Accepting Approval, by accounting apprehension to the added parties in which blow the Earnest Money shall be refunded to Purchaser and none of the parties shall access any added obligations to the others.

B.    ACDE Accommodation – “ACDE Loan” shall beggarly that assertive accommodation in the aboriginal arch bulk of $60,000,000 fabricated by KeyBank, N.A. to JSC and Shops, as apparent by a promissory agenda fabricated by JSC and Shops anachronous June 5, 2013, and accepting an estimated arch balance, as of October 1, 2016, of $55,586,512.

C.    BJ’s Accommodation – “BJ’s Loan” shall beggarly that assertive accommodation in the aboriginal arch bulk of $5,350,000 fabricated by KeyBank, N.A. to JHQ, as apparent by a promissory agenda fabricated by JHQ anachronous December 31, 2015, and accepting an estimated arch balance, as of October 1, 2016, of $5,280,726.

D.    Loan – “Loan” shall beggarly anniversary of the ACDE Accommodation and the BJ’s Loan, and “Loans” shall beggarly collectively the ACDE Accommodation and the BJ’s Loan.

E.    Ground Leases – “Ground Leases” shall beggarly the bristles (5) arena leases amid the American Heart Association, Inc., as lessor, and the applicative Seller, as tenant, anniversary for a Arena Charter Parcel and anniversary is which is added decidedly declared on Exhibit A .

F.    Lender – “Lender” shall beggarly anniversary of (1) the accustomed holder of the ACDE Loan, and any servicers that allegation access the accepting of the ACDE Accommodation (collectively, the “ACDE Lender”) and (2) the accustomed holder of the BJ’s Loan, and any servicers that allegation access the accepting of the BJ’ Accommodation (collectively, the “BJ’s Lender”), and “Lenders” shall mean, collectively, the ACDE Lender and the BJ’s Lender.

G.    Earnest Money – One Actor Dollars ($1,000,000.00) shall be deposited by Purchaser in escrow with Escrow Abettor (as authentic below), aural two (2) Business Canicule afterwards the abounding beheading of this Acclimation (the “Effective Date”) (such drop and any absorption becoming afterwards are hereinafter referred to collectively as the “Earnest Money”). Aloft the cessation of the Assay Period, the Earnest Money shall become nonrefundable (but contrarily applicative to the Acquirement Price), except as contrarily provided herein. If the Earnest Money drop is not fabricated aural the time specified, and such absence is not convalescent aural two (2) Business Canicule afterwards accounting apprehension from Sellers of such default, again this Acclimation shall be concluded and any allotment of the Earnest Money again captivated by the Escrow Abettor shall be paid to Seller.

H.    Escrow Abettor – BB&T Allowance Services, Inc., t/a BridgeTrust Title.

I.    Review Aeon – “Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 pm (Norfolk, Virginia time) on January 6, 2017.

J.    Property – The appellation “Property” shall beggarly the 13 accoutrements of acreage and the barrio complete about 882,536 aboveboard anxiety of gross leasable breadth and added improvements afterwards (such barrio and improvements actuality referred to collectively herein as the “Improvements”) currently operated as the arcade centermost frequently accustomed as “J.A.N.A.F Arcade Yard” amid in the northeastern division of the circle of N. Military Highway and E. Virginia Beach Boulevard in the City of Norfolk, Virginia, and actuality added decidedly declared on the attached Exhibit B (Parcels F-1, F-2, F-3 and 2-A declared thereon, calm with their corresponding barrio and improvements, actuality referred to herein as the “Fee Simple Parcels” and Accoutrements GL-1A, GL-1B, GL-2,GL-3, GL-4, GL-5, GL-6 and GL-7 and Lot 20 declared thereon, calm with their corresponding barrio and improvements, actuality referred to herein as the “Ground Busy Parcels”). The “Parcels” shall beggarly collectively both the Fee Simple Accoutrements and the Arena Busy Parcels, and a “Parcel” shall beggarly any one of them.

K.    Assets – “Assets” bureau fees simple appellation to the Fee Simple Accoutrements and the lessee’s leasehold absorption in the Arena Busy Accoutrements created by the Arena Leases, which, calm with all Leases, Anniversary Affairs (provided Purchaser elects to access aforementioned in accordance with this Contract), fixtures, accouterments and accessories of claimed property, if any, endemic by Seller and amid or placed aloft or absorbed to and acclimated alone in affiliation with the operation of such Parcels, calm with all appurtenances, rights, easements, rights of way, tenements and hereditaments adventure thereto and all appellation and interest, if any, of the corresponding Seller in and to any

land lying in the bed of any street, alley or avenue, open, bankrupt or proposed, in advanced of or aing said Parcels.

L.    Purchase Bulk – “Purchase Price” shall beggarly Eighty Seven Actor and No/100 Dollars ($87,000,000.00), to be paid in the abode herein described. If, above-mentioned to Closing, either affair desires to admeasure the Acquirement Bulk amidst the Assets (and their corresponding appurtenances), the parties shall use commercially reasonable efforts to mutually accede to such allocation.

M.    Guarantors – collectively, Ronald N. Weiser and the Ronald N. Weiser Trust, who or which access guaranties some or all of Seller’s obligations beneath the Loans.

N.    Leases – “Leases” shall beggarly the leases amid the applicative Seller, as landlord, and tenants for ascendancy of portions of the Fee Simple Accoutrements and the subleases amid the applicative Seller, as sublandlord, and subtenants for ascendancy of portions of the Arena Busy Parcels, and any new leases or subleases afterlife entered into by Seller with anniversary to the Fee Simple Accoutrements or the Arena Busy Accoutrements in accordance with the acceding of this Contract.

O.    Seller – the appellation “Seller” as acclimated in this Acclimation shall accredit both collectively and alone to JSC, Shops, JHQ and Crossings. The parties accede and accede that although the appellation Seller includes these assorted entities, all representations, warranties and covenants shall be accounted fabricated by anniversary Seller with anniversary to the allocation of the Acreage it owns and/or arena leases only.

2.     Sale and Acquirement of Assets . Accountable to the acceding and altitude herein, Seller agrees to advertise to Purchaser, and Purchaser agrees to acquirement from Seller, the Assets.

3.     Purchase Bulk and Acceding of Payment; Accepting of Loans .

The Acquirement Bulk shall be paid on the Closing Date in United States dollars as follows:

A.     The Deposit, including all accrued absorption shall be paid to Seller at Closing and Purchaser shall be advantaged to a acclaim adjoin the Acquirement Bulk therefor, including any absorption accrued on the Deposit.

B.    Assuming the Accommodation Accepting Approvals access been obtained, Purchaser shall access at Closing the outstanding arch antithesis of the Loans and shall access the Assets beneath and accountable to the accommodation abstracts accomplished by the applicative Seller in affiliation with the Loans (for anniversary Accommodation and collectively for both Loans, the “Loan Documents”), as aforementioned may be adapted by the Accepting Abstracts (as hereinafter defined). Aloft such accepting of the Loans and the beheading of the Accepting Abstracts and the accepting thereof by Lenders, Purchaser shall be accustomed with accepting paid a allotment of the Acquirement Bulk an bulk according to the accumulated outstanding arch antithesis of the Loans on the date of Closing, added any accrued but contributed absorption as of the Closing Date that will be paid by Purchaser.

C.    The complete antithesis of the Acquirement Bulk shall be payable in banknote or by wire alteration or added anon accessible funds to Seller on the Closing Date.

D.    Each Seller shall accomplish a formal, accounting address to anniversary Lender for its approval of Purchaser’s accepting of its Loan, afterwards any added obligations whatsoever imposed on Purchaser that are not declared in the Accommodation Abstracts and that are not able to Purchaser in its sole discretion, and which shall accommodate a absolution of Seller and all complete guarantors and/or indemnitors (including the Guarantors)from and afterwards the Closing Date from claims arising out of affairs aboriginal occurring afterwards the Closing Date and all sums due and payable beneath or in affiliation with the Loans (each a “Lender’s Consent” and collectively, “Lenders’ Consents”) aural bristles (5) Business Canicule afterwards the Able Date. Aural fifteen (15) business canicule afterwards the Able Date, Seller (as applicable) and Purchaser shall complete any abstracts and abide all adapted submittals that anniversary Lender may crave in affiliation with accepting such Lender’s Consent. Already antecedent appliance for the Lender’s Consents are made, Purchaser shall thereafter be amenable for the Accommodation Accepting Approval process. Seller and Purchaser shall use reasonable and active able acceptance efforts to access the Lenders’ Consents, including the alert accouterment by Purchaser and Seller of all abstracts and advice requested by the Lenders to the admeasurement that Purchaser or Seller, as the case may be, is in ascendancy of the advice or abstracts or access the adeptness to access the advice or abstracts afterwards amazing bulk or effort. If the Lenders’ Consents are obtained, Purchaser shall assassinate and bear all documents, certificates and opinions of admonition that anniversary Lender or its admonition may analytic require, and that Purchaser has agreed to, in affiliation with the accepting of the Loans (collectively, for both Loans, the “Assumption Documents”) and shall contrarily amuse (or anniversary to be satisfied) anniversary Lender’s reasonable altitude and requirements for closing on the accepting of its Loan. If the Accepting Abstracts do not accommodate representations from the Lender acknowledging that (1) the Accommodation is not again in absence and (2) the Accommodation Abstracts accumulated all of the abstracts ambience alternating the acceding and altitude of the Loan, again the applicative Seller shall use its best efforts to access such representations in autograph from the Lenders for the anniversary of Purchaser.

(i)    Except as contrarily acclaimed herein, any appliance fees and accepting fees with anniversary to the accepting of the Loans and any added fees, costs or costs answerable by Lenders apropos to the accepting of the Loans by Purchaser or anniversary Lender’s approvals thereof, including anniversary Lender’s attorneys’ fees in affiliation with any of the foregoing, shall be paid by Purchaser on or afore the Closing Date (or at such beforehand time as requested by any Lender). At Closing, accountable to the acceding of this Contract, Purchaser shall access the outstanding arch antithesis of the Loans and shall access all of the liabilities, covenants, agreements and obligations of Seller beneath the Accommodation Abstracts arising from and afterwards the Closing Date.

(ii)    If, as a action to acceding its Lender’s Consents, any Lender requires that Purchaser and/or its affiliates (i) access accountability for covenants, representations or warranties of Seller and/or its affiliates applicative to periods above-mentioned to the Closing Date (either anon or by acute Purchaser to re-affirm all of aforementioned fabricated by Seller (or its affiliates) aback such Accommodation was originally made), or (ii) atone Lender or access claimed accountability for claims, losses, etc. based on contest or defaults occurring above-mentioned to the Closing Date, and the Lender will not abandon such altitude authentic in (i) or (ii), again at Purchaser’s option, Purchaser may either: (A) access to have

Purchaser and Sellers assassinate a cross-indemnity acceding pursuant to which (x) Seller and Purchaser will atone anniversary added for claims fabricated by any Lender (or any affair claiming by or through any Lender) arising from contest or defaults during their corresponding periods of buying of the Acreage and (y) Seller shall atone Purchaser and its affiliates should they become alone accountable for any Accommodation (either anon or as a angel thereof) due to a aperture by Seller or any abettor or abettor of Seller above-mentioned to the Closing Date of any “non-recourse” carveouts beneath such Accommodation (the “Cross Apology Agreement”); or (B) aish this Contract, in which blow the Earnest Money shall be refunded to Purchaser and neither affair shall access any added obligation to the added except as contrarily provided herein.

(iii)    Similarly, if as a action to acceding any Lender’s Consent, any Lender requires that Purchaser accomplish representations or warranties to the Lender apropos the accustomed accompaniment of the Accommodation as of Accommodation Accepting Approval date (each a “Loan Rep/Warranty”) and the Lender will not abandon such condition, again Purchaser and Seller shall assassinate an apology acceding (same to be included in the Cross Apology Acceding breadth applicable) pursuant to which Sellers will atone Purchaser for claims by such Lender apropos to a aperture of any such Accommodation Rep/Warranty.

(iv)    Guarantors shall accompany in any Cross Apology Acceding accomplished by Seller and Purchaser pursuant to this Section 2(D), to atone Purchaser thereunder on a collective and several abject with Seller. Any guarantors of the obligations of Purchaser beneath the Loans shall additionally accompany in any Cross Apology Acceding to atone Seller thereunder on a collective and several abject with Purchaser.

4.     Review Period; Inspection .

A.    At all times during the aeon basic on the Able Date and complete January 6, 2017 (the “Review Period”), Purchaser, its agents, employees, assembly and contractors, at Purchaser’s sole bulk and expense, shall access the rights:

(i)    To access aloft the Acreage at all reasonable times, and afterwards reasonable beforehand apprehension to Seller, to accomplish such tests, inspections and examinations of the Acreage and as Purchaser deems advisable, including the structural action of, and all electrical and automated systems complete in, the Improvements, and to accomplish investigations with attention to appellation to the Acreage and the Assets, ecology matters, affairs of survey, flood apparent of the Property, utilities availability, zoning and architecture cipher and added applicative authoritative requirements with attention to the Acreage and the use thereof. With anniversary to the aloft investigations, Purchaser, its agents, employees, assembly and contractors, may access aloft the Acreage and do all things all-important in affiliation therewith, accountable to the tenants’ or subtenants’ rights of occupancy, and provided they do not abnormally affect the Property. Purchaser shall not foolishly afflict any of the tenants or subtenants while administering its inspections, tests and studies. Admitting the aloft or any accouterment of this Acclimation to the contrary, Purchaser shall not be advantaged to accomplish any invasive testing or contrarily afflict or blow the concrete action of the Acreage afterwards the above-mentioned accounting accord of Seller which accord Seller agrees

not to foolishly withhold, action or delay. Seller shall access the adapted to access a adumbrative present during any accustomed invasive testing. Purchaser shall indemnify, avert and ascendancy Seller controllable from and adjoin all cost, loss, blow and expense, including reasonable attorneys’ fees, arising out of Purchaser’s or its agent’s or complete contractor’s behindhand accomplishments or adamant crime in administering the activities aloft the Complete Acreage pursuant to the acceding of this paragraph. Purchaser or anniversary of its contractors d due action activities at the Acreage will beforehand at all times during its access on the Acreage complete accustomed accountability allowance with banned of not beneath than Two Actor Dollars ($2,000,000.00) accumulated distinct limit, complete injury, afterlife and acreage blow allowance on a per blow basis, allotment Seller as an added insured and shall accommodate affirmation of such allowance at atomic three (3) canicule above-mentioned to antecedent access on the Property; and

(ii)    After reasonable beforehand apprehension to Seller, to investigate and assay any and all books and annal apropos to the Property, the Assets, and/or the Leases, Anniversary Contracts, addressee and subtenant correspondence, operating statements, warranties, guarantees or bonds, certificates of occupancy, authoritative or authoritative licenses and permits, affairs and blueprint and added items apropos to the Acreage and/or the Assets. Aural bristles (5) canicule of the Able Date Seller shall advanced or accomplish electronically accessible to Purchaser authentic and complete copies of all the items set alternating on Exhibit D to the admeasurement that such items are in Seller’s ascendancy or control. At all reasonable times Seller shall accomplish accessible to Purchaser, its admonition and accountants, all banking and operating abstracts and added books and annal pertaining to the Acreage and/or the Assets beneath Seller’s control.

B.    Purchaser shall access the adapted during the Assay Aeon to actuate that it is satisfied, in its sole and complete discretion, with the after-effects of any of the tests, inspections or investigations apropos to the Acreage or the operation thereof, and that the Acreage is able in all respects for Purchaser’s brash purposes or needs. In the blow Purchaser does not, above-mentioned to the end of the Assay Period, acquaint Seller in autograph of the abandonment of its adapted to aish this Acclimation pursuant to its assay of the items as set alternating in this Section 3, this Acclimation shall automatically aish afterwards affirmation of added action on the allotment of Purchaser or Seller. In the blow of such termination, Purchaser shall anon acceptance to Seller any documents, plans, studies or added abstracts accompanying to the Acreage that were provided by Seller to Purchaser and accommodate Seller with copies of all reports, studies, surveys, appellation allowance commitments and added abstracts accompanying to the Acreage acquired by Purchaser. If Purchaser is not in absence hereunder, the Drop shall be refunded to Purchaser and neither affair shall access any added accountability or obligations to the added hereunder provided; however, the apology complete in Section 3 (A) herein shall survive.

5.     Title .

A.    Purchaser shall access at its bulk and bulk a accustomed ALTA owner’s appellation allegation for appellation allowance for the Assets (the “Title Commitment”) issued by the Escrow Agent, calm with authentic and complete copies of all exceptions complete therein and Purchaser may obtain, at its bulk and expense, an ALTA Assay of the Complete Acreage (the “Survey”). Aloft the cancellation of the Appellation Allegation and Survey, Purchaser shall assay all such advice and shall, on or

before the date (the “Title Objections Outside Date”) that is bristles (5) canicule above-mentioned to the end of the Assay Period, accouter a archetype of the Appellation Allegation and Survey, if any, to Seller calm with a anniversary as to which exceptions apparent on the Appellation Allegation and affairs on the Assay are unacceptable to Purchaser (the “Title Objection(s)”). If Purchaser fails to bear such apprehension of Appellation Objections to Seller above-mentioned to the Appellation Objections Outside Date, again Purchaser shall be accounted to access begin appellation unacceptable in all respects and this Acclimation shall be accounted concluded by Purchaser, the Drop shall be alternate to Purchaser and the Seller and Purchaser shall access no added albatross to anniversary added beneath this Contract; provided, however, the apology complete in Section 3 (A) herein shall survive such termination.

B.    Within bristles (5) business canicule of cancellation of Purchaser’s accounting apprehension of Appellation Objections (the “Seller Acclamation Date”), Seller shall acquaint Purchaser in autograph (the “Seller Acknowledgment Notice”) of any Appellation Objections which Seller either refuses to cure or is clumsy to cure in a abode able to Purchaser. In the absence of such apprehension from Seller to Purchaser, Seller shall be accounted to access adopted not to satisfy, complete or cure any Appellation Objections.

C.    In the blow Seller notifies Purchaser or is accounted to access notified Purchaser on or afore the Seller Acclamation Date of its acclamation to debris to cure or its disability to cure in a abode able to Purchaser all of the Appellation Objections of which Seller is notified by Purchaser, again Purchaser shall by accounting apprehension to Seller aural bristles (5) business canicule afterwards the beforehand of (i) the date of Purchaser’s cancellation of the Seller Acknowledgment Notice, or (ii) the Seller Acclamation Date, access one of the following:

(i)    To abandon such Appellation Objection(s) and to aing the transaction in accordance with the acceding of this Contract; or

(ii)    To aish this Acclimation by apprehension to Seller, in which case the Drop shall be refunded to Purchaser and neither affair shall access any added accountability or obligations to the added hereunder; provided, however, the apology complete in Section 3 (A) herein shall survive such termination. If Purchaser fails to bear such apprehension to Seller aback required, again Purchaser shall be accounted to access begin appellation to the Complete Acreage unacceptable in all respects and this Acclimation shall be accounted concluded by Purchaser, the Drop shall be alternate to Purchaser and the Seller and Purchaser shall access no added albatross to anniversary added beneath this Acclimation provided, however, the apology complete in Section 3 (A) herein shall survive such termination.

D.    “Permitted Exceptions” shall beggarly all exceptions apparent on the Appellation Allegation and affairs acclaimed on the Assay added than the Appellation Objections which Seller agrees to cure pursuant to this Section 4.

E.    Notwithstanding any adverse accouterment in this Contract, on the Closing Date, as authentic below, appellation to the Assets shall be able and marketable, and except for the Able Exceptions, chargeless and bright of: (i) all mortgages or accomplishments of affirmation added than those accepting the Loans, (ii) liens, (iii) encumbrances, (iv) all parties in ascendancy added than the tenants beneath the Leases, (v) aegis interests, (vi) restrictions, (vii) rights-of-way, (viii) easements and (ix) encroachments. Further, admitting annihilation in this Acclimation to the contrary, and admitting any apprehension of Appellation Objections delivered hereunder or not delivered hereunder, Seller shall anniversary all mortgages

and accomplishments of affirmation (other than those accepting the Loans) which block the Assets and all judgments and liens which block the Acreage to be to be satisfied, alone or appear from the Assets (or anniversary the Appellation Aggregation to assure over same) on or above-mentioned to Closing and Seller shall booty all accomplishments all-important to amuse all such affairs and/or Seller shall anniversary the Appellation Aggregation to assure appellation to the Assets as vested in Purchaser afterwards any barring for such matters.

6.     Seller’s Representations and Warranties. Seller warrants and represents to Purchaser as follows, which warranties and representations shall be accounted fabricated on the Able Date:

A.    One or added Sellers is the fee simple client of the Fee Simple Accoutrements and is the aborigine of the Arena Busy Accoutrements pursuant to the Arena Leases. To the best adeptness of Seller, there are no appellation altitude abnormally affecting appellation insurability of the Assets.

B.    Each Seller is a validly complete apprenticed accountability aggregation formed and in able continuing in the Accompaniment of Delaware or Virginia, as applicable, accustomed to do business in the Accompaniment of Virginia and has the ascendancy to access into and accomplish its obligations beneath this Contract. The actuality active this Acclimation on anniversary of Seller has been accustomed to do so.

C.    The beheading and commitment of this Acclimation do not, and the cleanup of the transaction brash hereby will not in any complete anniversary crave any approval, consent, allotment or acclimation of, or filing with, any clandestine affair or any authoritative bureau or body, except for the accord of the Lenders with anniversary to Purchaser’s accepting of the Loans, or aperture any law, aphorism or acclimation or any order, adjudication award, acumen or decree to which Seller is a affair or by which the Seller or any of the Acreage is bound.

D.    The Acreage and/or the Assets are not accountable to any advantage contract, aboriginal adapted of abnegation or any added sales contract, or to any leases or added ascendancy agreements added than the Leases.

E.    Seller has no adeptness of, and has accustomed no accounting apprehension from, any authoritative ascendancy acute any work, repairs, construction, alterations or installations on or in affiliation with the Property, or asserting any abuse of any federal, state, canton or borough laws, ordinances, codes, orders, regulations or requirements affecting any allocation of the Property, including, afterwards limitation, any applicative ecology laws or regulations. There is no action, clothing or proceeding awaiting or, to the adeptness of Seller, threatened adjoin or affecting Seller or the Acreage or any allocation thereof or apropos to or arising out of the buying of the Assets, in any cloister or afore or by any federal, state, canton or borough department, commission, board, bureau or bureau or added authoritative action that would materially and abnormally affect the Acreage or Seller’s adeptness to accomplish its obligations beneath this Agreement.

F.    The Seller has not accustomed from any authoritative ascendancy any accounting apprehension of, and the Seller anon has no adeptness of, awaiting or brash accusation affairs affecting the Property.

G.    Seller has not accustomed any accounting apprehension from any allowance aggregation or any lath of blaze underwriters (or added anatomy appliance agnate functions) claiming any defects or

deficiencies with anniversary to, or requesting the achievement of any repairs, alterations or added appointment to, the Property.

H.    To the best of Seller’s knowledge, the Acreage is not (and has not been) in abuse of any applicative ecology law, including afterwards limitation those listed beneath in this paragraph. Added to the best of Seller’s knowledge, the Acreage is not now, nor has it at any time during Seller’s buying thereof been, acclimated for the manufacture, processing, distribution, use, treatment, storage, disposal, placement, carriage or administration of baneful materials, chancy wastes or chancy substances (as those acceding are authentic in the Resource Conservation and Recovery Act of 1976, as adapted (42 U.S.C. Section 6901 et seq.) or the Complete Ecology Acknowledgment Advantage and Accountability Act of 1980, as adapted (42 U.S.C. Section 9601 et seq.), oils, petroleum-derived compounds, or pesticides, all of which are hereinafter referred to as “Hazardous Materials”) except for accidental use, the administration of petroleum articles and attendance of underground accumulator tanks in affiliation with gasoline fueling accessories now or aforetime amid on the Acreage and as contrarily appear in the complete ecology armpit assessments delivered to Purchaser pursuant to this Acclimation (“Environmental Disclosures”). In addition, to the best of Seller’s knowledge, except for the Ecology Disclosures, no (i) underground accumulator tanks, (ii) asbestos (either commercially candy or biconcave raw materials), (iii) electrical transformers, beaming ablaze accessories with ballast, or added items or accessories complete polychlorinated biphenyls, or (iv) added Chancy Abstracts are present on the Acreage except as ahead appear in autograph to Purchaser by Seller (including the Ecology Disclosures). Seller has not accustomed any accounting apprehension from adjoining acreage owners advertence they access any apropos about complete ecology altitude which could affect the Acreage or suggesting they adeptness attending to Seller for accession to apple-pie up or remediate such condition. Admitting annihilation to the adverse herein, the aftereffect of the representations fabricated in this subparagraph shall not be beneath or accounted to be waived by any inspections, tests or investigations fabricated by Purchaser or its agents unless Purchaser elects to advance with closing with adeptness of any altitude appear by Purchaser’s inspections, assay or investigations.

I.    To the best of Seller’s knowledge, no assessments or accuse for any accessible improvements access been fabricated adjoin the Acreage which charcoal unpaid. To the best of Seller’s knowledge, no improvements to the Acreage or any anchorage or accessories aing the Acreage access been fabricated or ordered for which a lien, appraisal or allegation can be filed or made.

J.     Exhibit C is a hire cycle for the Acreage which, amid added things, lists all (i) Leases and all amendments in aftereffect on the Able Date and (ii) guaranties with anniversary to the Leases in aftereffect on the Able Date (the “Guaranties”). Except as appear on Exhibit C , to the best of Seller’s knowledge, anniversary of the Leases and Guaranties is authentic and animate and in abounding force and effect, has not been added amended, adapted or supplemented and the addressee thereunder is in complete ascendancy in the accustomed advance and the addressee is not in absence thereunder. Except as appear on Exhibit C , to the best of Seller’s knowledge, no addressee has asserted any affirmation of which Seller has accounting apprehension which would in any way affect the accumulating of hire from such addressee and no accounting apprehension of absence or aperture on the allotment of the freeholder beneath any of the Leases has been accustomed by Seller or its agents from the addressee thereunder. All improvements, freeholder work,

painting, repairs, alterations and added appointment adapted to be performed thereunder, access been or will, be absolutely performed and paid for in abounding above-mentioned to Closing except as appear as Exhibit C.

K.    The rents set alternating in Exhibit C are the complete rents, assets and accuse anon actuality calm by Seller. Except as set alternating as Exhibit C , no addressee beneath any of the Leases is advantaged to any concessions, allowances, rebates or refunds or has prepaid any rents or added charges. None of the Leases and none of the rents or added amounts payable thereunder access been assigned, apprenticed or encumbered, except in affiliation with the Loans. No aegis deposits access been paid by any tenants which access not heretofore been returned, except as set alternating in Exhibit C hereto, if any.

L.    Following Closing, no allowance or leasing commissions or added advantage is or will be due or payable to any person, firm, association or added article with anniversary to or on anniversary of any of the Leases or any extensions or renewals thereof except as appear on Exhibit E and except for any allowance or leasing commissions or agnate fees that may be due in affiliation with any New Leases, including the Pre-Approved Leases (as such acceding are authentic below). Absorbed hereto as Exhibit E is a anniversary of all complete advertisement or allowance agreements with anniversary to the Acreage beneath which a bureau or added appliance has been becoming but not been paid or beneath which there is abeyant for a bureau or added advantage to be becoming in the future.

M.    All abstracts provided to Purchaser by Seller, including afterwards limitation the items provided pursuant to Section 4 (A) (ii) herein, are true, accurate, and complete copies thereof. Seller represents that all banking belletrist able by Seller or its administration aggregation and delivered by Seller to Purchaser pursuant to Section 4(A)(ii) adequately represent the banking action and achievement of the Property.

N.    Seller is not a debtor in any defalcation or added defalcation proceeding.

O.    All amounts due and payable by Seller (if any), beneath any operating and alternate alleviation agreements affecting the Acreage access been paid and Seller has not accustomed accounting apprehension of absence beneath any such agreements which has not been cured. To the best of Seller’s knowledge, there are no parties accountable to such agreements which are in absence beneath any of such agreements.

P.    Attached hereto as Exhibit F is a anniversary of all affairs and agreements to which Seller is a affair (other than the Leases and advertisement or allowance agreements) apropos to the upkeep, repair, maintenance, or operations of the Acreage or any allocation thereof (the “Service Contracts”).

Q.    The Arena Leases (or a announcement of anniversary of the Arena Lease) access been appropriately recorded. There access not been amendments or modifications to the acceding of any of the Arena Leases aback recordation of such Arena Charter (or a announcement thereof), with the barring of accounting instruments which access additionally been recorded.

R.    As of the date hereof, anniversary of the Arena Leases is in abounding force and aftereffect and (to Seller’s knowledge) no complete absence has occurred beneath any of the Arena Leases that

is continuing and there is no complete action which, but for the access of time or the giving of notice, could aftereffect in a complete absence beneath the acceding of any of the Arena Leases.

7.     Purchaser’s Representations and Warranties . Purchaser represents and warrants to Seller as follows:

A.    This Acclimation is validly accomplished and delivered by Purchaser and the achievement by Purchaser hereunder does not aperture (i) any acceding or acclimation to which Purchaser is a affair or (ii) any judgment, order, injunction, decree, acclimation or cardinal of any cloister or added authoritative ascendancy to which Purchaser is subject.

B.    The beheading of this Acclimation by Purchaser has been appropriately accustomed and is the bounden obligation of Purchaser.

C.    

D.    Purchaser’s beforehand lath has accustomed the Purchaser’s acquirement of the Acreage in accordance with the acceding of this Contract.

8.     Seller’s Covenants. Seller covenants and agrees that amid the Able Date and the Closing:

A.    Seller will not (i) mortgage, acceding or accountable the Acreage or any allotment thereof to an unbonded affirmation or added encumbrance, (ii) voluntarily admittance any mechanic’s or materialmen’s affirmation to attach adjoin the Property, (iii) assassinate or anniversary or admittance to be placed of almanac any affidavit affecting appellation to any allocation of the Acreage or the Assets, or (iv) access into, or accountable any allocation of the Acreage or the Assets to, any advantage contract, sales contract, or any added agreement, pursuant to which any affair shall access any adapted to acquirement any allocation of the Acreage or the Assets.

B.    Seller will not advertise or contrarily actuate of or aish any fixtures, automated accessories or any added anniversary included aural the Acreage afterwards Purchaser’s consent, which Purchaser agrees not to foolishly withhold, adjournment or condition.

C.    Seller will not do any act afterwards the above-mentioned accounting accord of Purchaser which will materially abnormally affect the warranties, guarantees, bonds and added items delivered to Purchaser as authentic in Section 3(A) herein.

D.    Seller will accede with anniversary and every complete undertaking, acceding and obligation of the freeholder beneath the Leases and of the aborigine beneath the Arena Lease.

E.    Seller will beforehand or anniversary to be maintained the Property, including all plumbing, heating, ventilating, air conditioning and added automated and electrical systems complete in the Improvements, in able acclimation and repair, reasonable abrasion and aperture excepted.

F.    Seller will pay or anniversary to be paid all debts, taxes, fees, assessments, commissions, and added obligations accompanying to the use and buying of the Acreage up to the date

of Closing, except for those items for which proration is agreed aloft in accordance with the accoutrement of Section 10 herein.

G.    Seller will: (i) administer and accomplish the Acreage alone in the accustomed and accustomed abode (ii) beforehand in abounding force and aftereffect until the Closing Date all allowance behavior currently in effect; (iii) bear the Acreage on the Closing Date in essentially the aforementioned action it is in on the date of this Contract, reasonable abrasion and aperture absolved (subject to the accoutrement of Sections 13 and 17); (iv) accord alert accounting apprehension to Purchaser, by brief commitment from a accustomed civic carrier, cyberbanking mail and facsimile of any blaze or added blow affecting the Acreage afterwards the Able Date; and (v) bear to Purchaser, promptly afterwards cancellation by Seller, copies of all notices of abuse issued by authoritative authorities with anniversary to the Acreage accustomed by Seller afterwards the Able Date.

H.    Seller will accomplish all of Seller’s obligations beneath the Accommodation Abstracts and not (a) accomplish or acquiesce any act or omission, anon or indirectly, which would again or with the access of time actualize a absence beneath any of the Accommodation Documents, or (b) alter or adapt the Accommodation Documents.

I.    Except for the Affected Anniversary Affairs appointed on Exhibit F to this Acclimation (which Purchaser agrees to access at Closing), Seller will accord apprehension of abortion to be able at Closing with attention to any Anniversary Acclimation or fee acclimation amid Seller and any added affair for or in affiliation with the Acreage and all payments due thereunder will be paid in abounding by Seller above-mentioned to Closing and Seller shall ascendancy Purchaser controllable from any claims thereunder, unless Purchaser, at its sole option, assumes any such Anniversary Acclimation in writing. Seller added warrants and represents that all such Anniversary Affairs (other than the Affected Anniversary Contracts)shall be concluded able as of Closing, unless contrarily affected by Purchaser as acclaimed above, and that Seller shall accommodate to Purchaser at Closing accounting affirmation of abortion of anniversary such Anniversary Contracts, affairs or accepting by the added affair to any such affairs or agreements.

9.     Conditions .

A.    In accession to Purchaser’s complete adapted to aish this Acclimation for any acumen at any time during the Assay Period, the obligation of Purchaser beneath this Acclimation to acquirement the Assets from Seller is accountable to the achievement of anniversary of the afterward altitude on or above-mentioned to the Closing Date, any of which altitude may be waived in accomplished or in allotment by Purchaser by accounting abandonment at or above-mentioned to the Closing Date:

(i). Title to the Assets shall be able and bankable as adapted herein, chargeless and bright of all liens and encumbrances and accountable to no exceptions added than the Able Exceptions (which shall accommodate the accomplishments of affirmation accepting the Loans to be affected by Purchaser), and the Escrow Abettor shall be able to affair an owner’s appellation allowance action pursuant to the Appellation Allegation insuring the appellation to the Assets accountable alone to the Able Exceptions in the bulk of the Acquirement Bulk and with such endorsements as Purchaser shall analytic require.

(ii). Seller shall access performed, empiric and complied with all covenants, agreements and altitude adapted by this Acclimation to be performed by, empiric and complied with on its allotment either on or above-mentioned to the Closing Date.

(iii). All of Seller’s representations and warranties complete herein shall be authentic and complete in all complete respects as of the Closing Date afterwards attention for any accomplishment based on Seller’s adeptness (subject to accomplishment for affairs apparent by Purchaser above-mentioned to the end of the Assay Period).

(iv). The concrete action of the Acreage shall not access materially afflicted aback the Able Date.

(v). All tenants of the Leases shall be appliance the Acreage and operating its business at the Acreage and the absolute rents in absence beneath the Leases shall not beat $350,000.00, absolute of non-occupancy and acquittal defaults appear on Exhibit C to the Contract.

(vi). Purchaser shall access acquired the accounting approval of the Lender of Purchaser’s accepting of the Loans and the Accepting abstracts in anatomy and actuality (including fees or added costs answerable by the Lender) able to Purchaser in its reasonable acumen (with Purchaser accordant that all complete acceding of the Loans are able to Purchaser). Any altitude to the Lender’s approval of Purchaser’s accepting of the Loans shall access been annoyed (Purchaser and Seller accordant to use commercially reasonable efforts to amuse such altitude to the Lender’s approval).

(vii). In the blow Purchaser shall ascertain Chancy Materials, baneful substances, tanks or added unsatisfactory (in Purchaser’s sole discretion) ecology altitude in abuse of laws apropos to Chancy Abstracts (“Environmental Laws”) on or about the Property, or that crave advertisement to any authoritative ascendancy beneath Ecology Laws, at any time above-mentioned to Closing, Purchaser shall access the adapted to aish this Acclimation aloft accounting apprehension thereof to Seller, whereupon Escrow Abettor shall acceptance the Drop to Purchaser calm with all absorption thereon.

(viii). Seller shall access delivered to Purchaser, above-mentioned to Closing, appropriately accomplished originals of estoppel certificates (the “Estoppel Certificates”) from Shoe Carnival, K&G Mensmart, Northern Tool, Panera, Navy Federal CU, TJ Maxx, PetCo, Appointment Max, CitiTrends, Dollar Tree, Wawa, Applebee’s, Urban Edge, US Gov’t DAC, USPS and Sentara (the “Key Tenants”) and from added tenants beneath the Leases apery at atomic eighty percent (80%) of busy breadth of the Property, absolute of the breadth of the Acreage busy to the Key Tenants in the anatomy absorbed hereto as Exhibit G or aloft any agnate anatomy adapted by the Lenders; provided, however, that if a anatomy of estoppel affidavit is absorbed to or contrarily assigned in an applicative Charter or adapted by the applicative Addressee (in accordance with a adapted to do so set alternating in its Lease), again such anatomy shall be accounted to be able to Purchaser. Anniversary of the adapted Estoppel Certificates shall (a) be accomplished by the addressee on the adapted anatomy afterwards modification, (b) be anachronous no added than blaster (45) canicule afore Closing, (c) assert the bread-and-er acceding of the charter as declared on the absorbed hire roll, (d) accompaniment no affirmation of anniversary by the tenant, (e) not affirmation any aperture or default

by Seller beneath the Leases and not affirmation any blow which would with the giving of apprehension or casual of time be a aperture or absence by Seller beneath any Charter aural the aloft time aeon (including Landlord’s abortion to accomplish repairs). Seller shall access requested that anniversary Angel of a Charter with a Key Addressee assassinate a Acceding Estoppel in the anatomy absorbed hereto as Exhibit H .

(ix). Seller shall access delivered to Purchaser, above-mentioned to Closing, a arena freeholder estoppel (the “Ground Freeholder Estoppels”) in the anatomy of Exhibit J or agnate anatomy adapted by the arena freeholder and accustomed by Purchaser in its reasonable discretion.

(x). Seller shall access entered into a bounden charter (the “Ashley Stewart Lease”) with Ashley Stewart, Inc. (“Ashley Stewart”) essentially in accordance with the acceding of the letter of absorbed absorbed as Display K-1 (without any abridgement in the breadth of appellation or rental bulk payable by the addressee and afterwards any unilateral adapted of Ashley Stewart to aish the charter above-mentioned to the admission of its term) and such charter has been accustomed by Purchaser. In lieu of a charter with Ashley Stewart, Seller can amuse the requirements of this Section 9.A.(x) by entering into agnate leases of amplitude that is abandoned as of the date of this Acceding accoutrement about the aforementioned or greater aboveboard footage busy to one or added tenants with a analytic agnate acclaim appraisement to Ashley Stewart and greater than or according to rents and appellation as provided for the Ashley Stewart Lease, in which blow such lease(s) shall be brash the “Ashley Stewart Lease” for purposes of this Section 9 and the tenant(s) thereunder brash “Ashley Stewart” for purposes of this Section 9. The Ashley Stewart Charter shall not admittance any use that would aperture the acceding of an complete Lease. Purchaser agrees not to foolishly abstain its accord to the Ashley Stewart Lease. Seller agrees to pay the leasing commissions, addressee advance allowances, addressee advance costs and any added absolute addressee inducements to be paid beneath the Charter (collectively “Leasing Costs”) associated with the Ashley Stewart Lease. Seller covenants and agrees that any Leasing Costs with anniversary to the Ashley Stewart Charter that access not been paid by Seller above-mentioned to Closing shall be escrowed at Closing appliance Acquirement Bulk proceeds. On address by Purchaser or the ACDE Lender, Seller shall use commercially reasonable efforts to access an estoppel, in the abode set alternating in Section 9.A. (viii) above, from Ashley Stewart, with cancellation thereof not to be a action antecedent to Closing unless adapted by any Lender as a action of its Accommodation Accepting Approval.

(xi). Seller shall access entered into a bounden charter (the “Aldi Lease”) with Aldi, Inc (“Aldi”) essentially in accordance with the acceding of the letter of absorbed absorbed as Display K-2 (without any abridgement in the breadth of appellation or rental bulk payable by the tenant) and such charter has been accustomed by Purchaser and the ACDE Lender and shall access annoyed the added “Aldi Conditions” (defined below). The Aldi Charter shall not admittance any use that would aperture the acceding of an complete Lease. Purchaser agrees not to foolishly abstain its accord to the Aldi Lease. Seller agrees to pay the Leasing Costs associated with the Aldi Lease. Seller covenants and agrees that any Leasing Costs with anniversary to the Aldi Charter that access not been paid by Seller above-mentioned to Closing shall be escrowed at Closing appliance Acquirement Bulk proceeds. On address by Purchaser or the ACDE Lender, Seller shall use commercially reasonable efforts to access an estoppel, in the abode set alternating in Section 9.A. (viii) above, from Aldi, with cancellation thereof not to be a action antecedent to Closing unless adapted by any Lender as a action of its Accommodation Accepting Approval. In accession to the beheading of the Aldi Lease, the “Aldi Conditions”

shall beggarly and include: (A) all abortion rights exercisable by Aldi above-mentioned to its obligation to appear the acquittal of hire shall access asleep afterwards exercise by Aldi or shall access been waived by Aldi and (B) the charter with the addressee currently appliance the acreage to be the accountable of the Aldi Lease, Old Towne Super Buffet (“Old Towne”), has been concluded and such addressee has surrendered ascendancy of such land, or the charter with Old Towne has been adapted or added acceding accomplished with Old Towne, on acceding satisfactory to Purchaser, to accommodate that Seller has the adapted to aish such charter by a date, in Purchaser’s reasonable judgment, that will admittance the freeholder beneath the Aldi Charter to bear ascendancy of the acreage in accordance with the acceding of the Aldi Lease, acceptance a reasonable time to adios Old Towne by administrative action if it does not abandonment ascendancy of the acreage aback answerable to do so.

(xii). In the blow that, as of the Closing Date, either the Ashley Stewart Charter has not been absolutely accomplished or all of the Aldi Altitude access not been satisfied, again the actuality that either such action has not been annoyed shall not be the abject for Seller or Purchaser to debris to aing on the auction and acquirement of the Property, but Seller and Purchaser shall access into an escrow acceding (the “Escrow Agreement”) with the Escrow Abettor as provided below. The Escrow Acceding will accommodate that Seller will armamentarium an escrow anniversary to be captivated by the Escrow Abettor in the bulk of $1,350,000 if the Aldi Altitude access not been satisfied, and in the bulk of $866,833.57 in the Ashley Stewart Charter has not been accomplished (a absolute of $2,216,833.57 if both access not been satisfied). If the Aldi Charter has not been absolutely accomplished above-mentioned to the Closing Date, Seller shall access a aeon of 90 canicule afterward the Closing Date (the “Aldi Beheading Period”) aural which to access the absolutely accomplished Aldi Charter and if the Ashley Stewart Charter has not been active above-mentioned to the Closing Date, Seller shall access a aeon of 90 canicule afterwards the Closing Date (the “A.S. Beheading Period”) to access the absolutely accomplished Ashley Stewart Charter (in both cases, in accordance with the accoutrement set alternating above), and in anniversary case, to accord accounting affirmation thereof to Purchaser. If Seller obtains the absolutely accomplished Aldi Charter above-mentioned to the end of the Aldi Beheading Aeon again Seller shall access an added aeon of one hundred thirty bristles (135) canicule basic on the date of the complete beheading of the Aldi Charter (the “Aldi Contingency Period”) aural which to amuse the added Aldi Altitude and to acquaint Purchaser thereof. The “Aldi Contingency Period” will automatically be connected for up to four (4) periods of thirty (30) canicule anniversary if Aldi’s applications for authoritative permits and approvals are awaiting and actuality pursued by Aldi. If Seller obtains the absolutely accomplished Aldi Charter above-mentioned to the end of the Aldi Beheading Aeon and satisfies all of the Aldi Altitude and notifies Purchaser thereof above-mentioned to the end of the Aldi Contingency Aeon (as it may be extended), again Seller shall be advantaged to access from the Escrow Abettor a bulk in the bulk of $1,350,000, bare the bulk of any Leasing Costs with anniversary to the Aldi Charter which access not been paid by Seller which bulk shall abide to be captivated in escrow as provided aloft until Seller provides affirmation that all of those costs access been paid (or, at Seller’s option, appear to Purchaser to pay such Leasing Costs aback they become due). If Seller fails to access the beheading of the Aldi Charter aural the Aldi Beheading Aeon or to amuse all of the Aldi Altitude aural the Aldi Contingency Aeon (as it may be extended), again Purchaser shall be advantaged to access from the Escrow Abettor a bulk in the bulk of $1,350,000 and Seller shall access no obligation to amuse any of the Aldi Conditions. If Seller obtains the beheading of the Ashley Stewart Charter and notifies Purchaser thereof aural the A.S. Beheading Period, again Seller shall be advantaged to access from the Escrow Abettor a bulk in the bulk of $866,833.57, bare the bulk of any Leasing Costs which access not been paid by Seller with anniversary to the

Ashley Stewart Charter which bulk shall abide to be captivated in escrow as provided aloft until Seller provides affirmation that all of those costs access been paid (or, at Seller’s option, appear to Purchaser to pay such Leasing Costs aback they become due). If Seller fails to access the beheading of the Ashley Stewart Charter and acquaint Purchaser thereof aural the A.S. Beheading Period, Purchaser shall be advantaged to access from the Escrow Abettor a bulk in the bulk of $866,833.57 and Seller shall access no obligation to assassinate the Ashley Stewart Lease.

In the blow any of the aloft altitude to the Closing are not annoyed or waived in autograph by Purchaser as of the Closing Date, again Purchaser may either (i) extend the date for Closing for a best of thirty (30) canicule until such altitude are satisfied, or (ii) aish this Acclimation and access the Drop refunded calm with accrued absorption or (iii) abandon in autograph the achievement of any such conditions, in which blow this Acclimation shall be apprehend as if such altitude no best existed; provided, about that, if such abortion of action additionally constitutes or is accompanied by a absence by Seller hereunder, Purchaser shall access all rights and remedies as set alternating in Section 13 herein. If Purchaser has connected the date for Closing for a best of thirty (30) canicule and the condition(s) are still not annoyed as of the connected date for Closing, again Purchaser may (i) abandon in autograph the achievement of any such conditions, in which blow this Acclimation shall be apprehend as if such altitude no best existed or (ii) aish this Acclimation and access the Drop refunded calm with accrued interest; provided, however, that if such abortion of action additionally constitutes or is accompanied by a absence by Seller hereunder, Purchaser shall access all rights and remedies as set alternating in Section 13 herein.

B.    The obligation of Seller beneath this Acclimation to advertise the Assets to Purchaser is accountable to the achievement of anniversary of the afterward altitude on or above-mentioned to the Closing Date, any of which altitude may be waived in accomplished or in allotment by Seller by accounting abandonment at or above-mentioned to the Closing Date:

(i)    Seller shall access accustomed the Lender Accord from anniversary Lender beneath anniversary Accommodation accouterment for the abounding absolution of Seller and all Guarantors from any and all accountability beneath the Loans from and afterwards the Closing Date.

10.     Closing .

A.    Unless this Acclimation is concluded by Purchaser or Seller as herein provided, the closing hereunder (the “Closing”) shall be conducted in escrow by the Escrow Abettor on or afore the Closing Date.

B.    At Closing, in accession to any added abstracts adapted to be delivered beneath the acceding of this Contract, Seller shall bear or anniversary to be delivered to Purchaser the following, copies of which shall be delivered to Purchaser bristles (5) canicule above-mentioned to Closing for its assay and approval:

(i)    A adapted affirmation accomplishment (the “Deed”), appropriately accomplished and accustomed by Seller and in able anatomy for recordation, accustomed good, bankable fee simple appellation to the Complete Property, chargeless and bright of all liens and encumbrances, added than the Able Exceptions. If requested by Purchaser, a quitclaim deed, appropriately accomplished and accustomed by Seller

and in able anatomy for recordation, which quitclaim accomplishment shall call the Complete Acreage by advertence to the Assay acquired by Purchaser.

(ii)    A bill of auction with affirmation of buying or appointment of lease, as the case may be, of all of the claimed acreage which is a allotment of the Assets, appropriately accomplished and accustomed by Seller.

(iii)    The originals (or certified copies) of the Leases and Guarantees thereof, calm with a authentic appointment (the “Lease Assignment”), appropriately accomplished by Seller, allotment to Purchaser all of the rights of freeholder in and to the Leases and Guarantees thereof, chargeless and bright of all assignments, pledges or hypothecations thereof (except to the Lenders), which appointment shall accommodate Seller’s apology for all affairs arising or asserted due to contest or occurrences arising on or afore the Closing Date, and Purchaser’s apology for such affairs arising afterwards the Closing Date.

(iv)    The originals (or certified copies) of the Arena Leases calm with a authentic appointment (the “Ground Charter Assignments”) to Purchaser of anniversary of them, in recordable form, appropriately accomplished by Seller allotment to Purchaser all of the arena lessee’s rights beneath such Arena Lease, chargeless and bright of all assignments, pledges or hypothecations thereof (except in affiliation with the Loans) which appointment shall accommodate Seller’s apology for all affairs arising or asserted due to contest or affairs arising on or afore the Closing Date, and Purchaser’s apology for such affairs arising afterwards the Closing Date.

(v)    Notices to the tenants beneath the Leases in the anatomy able by Purchaser and in acquiescence with the requirements of the Leases, appropriately accomplished and accustomed by Seller, advising the tenants of the auction of the Acreage to Purchaser and administering that hire and added payments thereafter be beatific to Purchaser (or its agent) at the abode provided by Purchaser.

(vi)    Notices to the lessors beneath the Arena Leases in the anatomy able by Purchaser and in acquiescence with the requirements of the Arena Leases, appropriately accomplished and accustomed by Seller, advising the lessors of the appointment of the Arena Leases to Purchaser and Purchaser’s apprehension address.

(vii)    A authentic assignment, appropriately accomplished and accustomed by Seller, allotment to Purchaser all of Seller’s absorption in and to guarantees, warranties and bonds and added assets absolute the Assets, calm with the aboriginal of anniversary such guaranty, warranty, bonds and added accompanying documents.

(viii)    To the admeasurement they are in Seller’s ascendancy or control, originals of all certificates of occupancy, licenses, permits, authorizations and approvals adapted by law and issued by all authoritative authorities accepting administration over the Acreage and copies of all certificates issued by the bounded lath of blaze underwriters (or added anatomy appliance agnate functions).

(ix)    To the admeasurement they are in Seller’s ascendancy or control, a complete set of the final alive drawings, engineering plans, utilities lay-out plans, topographical affairs and the like acclimated in the architecture of the Improvements.

(x)    Such affidavits or belletrist of indemnity, appropriately accomplished and accustomed by Seller, as the Escrow Abettor shall analytic crave in acclimation to affair behavior of appellation allowance chargeless of any exceptions for unfiled mechanics, materialmen’s or agnate liens, gap advantage and parties in ascendancy (other than the tenants beneath the Leases).

(xi)    A affidavit of non-foreign cachet as adapted by Section 1445 of the Centralized Acquirement Code, appropriately accomplished by Seller.

(xii)    All keys, codes, or added aegis accessories acclimated in affiliation with the operation of the Property.

(xiii)    Seller’s certificate, appropriately accomplished by Seller, by which Seller shall accredit that its representations and warranties are authentic and complete in all complete respects as of the Closing Date.

(xiv)    Any added abstracts analytic requested by Purchaser or     Escrow Abettor in acclimation to able the transaction brash by this Contract.

(xv)    The Cross Apology Agreement, if any, adapted to be delivered by Seller and the Grantors in accordance with Section 2(D)(ii) hereof.

(xvi)    A closing anniversary accomplished by Seller.

C.    At Closing, in accession to any added abstracts adapted to be delivered beneath the acceding of this Contract, Purchaser shall bear or anniversary to be delivered the following:    

(i)    Cash, wire alteration or added anon accessible funds payable to Seller in the bulk of the funds at Closing, as authentic in Section 3 herein.

(ii)    A bill of auction with affirmation of buying or appointment of lease, as the case may be, of all of the Added Property, appropriately accomplished and accustomed by Purchaser.

(iii)    The Charter Assignment, appropriately accomplished by Purchaser to access the obligations of Seller beneath the Leases from and afterwards the Closing Date.

(iv)    The Arena Charter Assignments appropriately accomplished by Purchaser to access the obligations of Seller beneath the Arena Leases from and afterwards the Closing Date.

(v)    A authentic assignment, appropriately accomplished and accustomed by Purchaser, allotment to Purchaser all of Seller’s absorption in and to guarantees, warranties and bonds and added assets absolute the Property, calm with any accessible originals of anniversary and any such guaranty, warranty, bonds and added accompanying documents.

(vi)    A closing anniversary accomplished by Purchaser.

11.     Adjustments .

The afterward shall be adapted amid Seller and Purchaser and shall be prorated on a per diem abject as of the Closing Date, except as acclaimed below:

A.    All rents and added payments and obligations pursuant to the Leases with Seller actuality advantaged to hire and added payments for the aeon to and including the day above-mentioned to the Closing Date and Purchaser actuality advantaged to hire and added payments for the aeon from and afterwards the Closing Date. All monies accustomed afterwards Closing from a addressee in arrears at Closing shall be aboriginal activated to accustomed rent, again to arrearages and any added amounts attributable to Seller. Purchaser shall be beneath no obligation to aggregate any arrearages attributable to Seller. Seller covenants and agrees, which acceding and acceding shall survive closing, not to sue or contrarily advance a affirmation beneath any Charter adjoin any addressee of the Acreage that, at the time of affirmation of the claim, is a addressee at the Acreage pursuant to a Charter that is in effect. Any affirmation by Seller for hire or added amounts owed to Seller by any addressee beneath a Charter for any aeon above-mentioned to Closing shall be accessory to any affirmation of Purchaser adjoin such Addressee for hire or added accuse accruing from and afterwards Closing. Purchaser shall use commercially reasonable efforts to aggregate such arrearages and shall promptly pay aloft accumulating such arrearages to Seller.

B.    Real acreage taxes (on the abject of the complete budgetary years for which such taxes are assessed), claimed acreage taxes, and assessments on the Acreage shall be apportioned pro rata amid Seller and Purchaser, with Seller amenable for the aforementioned to and including the day above-mentioned to the Closing Date and Purchaser amenable for the aforementioned from and afterwards the Closing Date. Purchaser shall access a acclaim in an bulk according to any taxes and assessments contributed as of the Closing Date and for which Seller is amenable hereunder. Seller shall access a acclaim in an bulk according to any taxes and assessments which access been paid by Seller applicative to periods on or afterwards the Closing Date.

C.    Seller shall pay to Purchaser at Closing, by acclaim adjoin the Acquirement Price, all aegis deposits captivated by Seller as Freeholder pursuant to the Leases, including any and all absorption accrued thereon.

D.    Purchaser shall pay to Seller at Closing the bulk of any assets accounts for the acquittal of complete acreage taxes, addressee advance costs, complete acreage commissions and the like captivated at Closing by the Lenders.

E.    (i)    Seller shall pay one bisected of the fees answerable by the Escrow Abettor to act as acclimation agent.

(ii)    Purchaser shall pay at Closing the recordation and recording fees on the Accomplishment and the Arena Charter Assignments, the bulk of recording any of the Accepting Documents, and one-half of escrow fees answerable by Escrow Abettor to act as acclimation agent. Purchaser shall additionally pay all costs of the accepting of the Loans and any costs arising from or accompanying to Purchaser’s studies and activities beneath the Assay Period.

F.    All utilities, complete acreage taxes, operating costs and added apportionable assets and costs paid or payable by Seller, including afterwards limitation, Accustomed Breadth Maintenance, and allowance accuse due beneath the Leases (collectively the “CAM Charges”), shall be apportioned pro rata on a per diem abject as of 12:01 A.M. on the date of Closing. Seller shall use its best efforts to anniversary any and all accessible utilities confined the Acreage to affair final bills to Seller on the abject of readings fabricated as of Closing and all such bills shall be paid by Seller. Afterwards Closing, Purchaser and Seller shall accomplish a final adaptation of the CAM Accuse due beneath the Leases for the agenda year up to the date of Closing (the “Short Year”) as follows: (i) Purchaser shall pay to Seller the bulk by which the CAM Accuse and taxes absolutely paid by Seller during such Short Year beat that allocation of funds Seller calm from tenants for CAM Accuse and taxes (which are not contrarily paid anon by such tenants) during the Short Year, or (ii) Seller shall pay to Purchaser the bulk by which that allocation of funds Seller calm from tenants for CAM Accuse and taxes (which are not contrarily paid anon by such tenants) during the Short Year exceeds the CAM Accuse and taxes absolutely paid by Seller during such Short Year.

12.     Possession . Ascendancy of the Acreage shall be delivered as of the Closing Date accountable alone to the Leases and the Arena Leases.

13.     Condemnation . If, above-mentioned to Closing, any authoritative ascendancy or added article accepting accusation ascendancy institutes an eminent breadth proceeding with anniversary to any allocation of the Acreage or takes accomplish basic thereto and the aforementioned is not absolved on or afore thirty (30) canicule above-mentioned to the Closing Date, the Purchaser may, as its sole remedy, aloft accounting apprehension to Seller (a) aural fifteen (15) canicule afterward apprehension by Seller to Purchaser of such condemnation, or (b) on the Closing Date, whichever occurs first, aish this Acceding in its entirety, in which blow the Earnest Money shall be refunded to Purchaser, and neither affair shall access any added adapted or obligation hereunder (other than with anniversary to obligations hereunder that especially survive the abortion of this Agreement) . If the Purchaser does not aish this Acceding pursuant to the above-mentioned sentence, the Purchaser shall be absolutely accounted to access adopted to access such accusation and waives any adapted to aish this Acceding as a aftereffect thereof and Purchaser shall access as a acclaim adjoin the Acquirement Bulk the bulk of any accusation accolade accustomed by Seller above-mentioned to Closing.

14.     Seller’s Defaul t. In the blow Seller shall be in aperture or abuse of, or shall default, abort or debris to accomplish its obligations beneath this Contract, and provided that Purchaser provides apprehension of such aperture or absence to Seller and such aperture or absence is not convalescent aural ten (10) canicule of such notice, the Drop shall be anon forwarded by Escrow Abettor to Purchaser on demand, and Purchaser shall access any and all remedies provided by law or equity, including specific achievement (provided Purchaser initiates a clothing for specific achievement aural ninety (90) canicule afterwards the blow of any such default). If Closing occurs and Purchaser discovers afterwards Closing that Seller breached any such covenant, warranties or representations hereunder, again Purchaser shall access all remedies accessible at law or in equity.

15.     Purchaser’s Default; Asleep Damages . In the blow Purchaser shall abort or debris to accomplish its obligations beneath this Contract, and provided that Seller provides apprehension of such absence to Purchaser and such absence is not convalescent aural ten (10) canicule of such notice, the Deposit

shall be forwarded by Escrow Abettor to Seller on demand, which is hereby agreed to be able asleep amercement for Purchaser’s absence hereunder, and Seller shall access no added rights or remedies. The parties accede that the Drop represents a reasonable accomplishment to ascertain the amercement to Seller in the blow of a Purchaser default, which amercement are difficult or absurd to quantify. The aloft accoutrement of this Section 15 shall in no way complete Purchaser’s accountability for Purchaser’s apology obligations or for attorney’s fees and added costs as provided beneath this Contract.

16.     Broker’s Commission . Seller shall be alone amenable for, and shall pay in banknote at Closing, and alone if Closing shall occur, a complete acreage bureau to CBRE (the “Broker”) pursuant to the acceding of a abstracted agreement. Seller represents and warrants to Purchaser, and Purchaser represents and warrants to Seller, that except as provided in the above-mentioned book no commissions are due and attributable to any complete acreage agent or agent in affiliation with this transaction arising out of its actions. Seller and Purchaser hereby anniversary accede to indemnify, avert and ascendancy the added controllable from and adjoin any affirmation for any complete acreage bureau or agnate fee arising out of its (the indemnifying party’s) accomplishments apropos the acquirement and auction of the Acreage as brash by this Contract. Seller acknowledges that Purchaser has appear that assertive of its principals are accountant complete acreage agents in the Commonwealth of Virginia.

17.     Insurance; Accident of Loss . Damage .    Seller assumes all risks and accountability for blow to or abrasion occurring to the Acreage by fire, storm, accident, or any added blow or anniversary until the Closing has been consummated. If the Property, or any allotment thereof, suffers any blow above-mentioned to the Closing from blaze or added blow that either (a) the bulk to acclimation or restore is according to or greater than $1,000,000 or (b) gives acceleration to a adapted of any addressee beneath a Charter to aish its Charter which is exercised, or not waived, Purchaser may either at or above-mentioned to Closing (c) terminate this Agreement, in which blow the Earnest Money shall be refunded to Purchaser, and neither affair shall access any added adapted or obligation hereunder (other than with anniversary to obligations hereunder that especially survive the abortion of this Agreement), or (d) consummate the Closing, in which closing blow all of Seller’s right, appellation and absorption in and to the gain of any allowance accoutrement such blow (including Seller’s hire insurance, to the admeasurement assignable) added an bulk according to Seller’s deductible beneath its allowance action (less any allocation of such gain paid or to be paid on anniversary of the blow of rents or added assets from the Acreage for the aeon above-mentioned to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. If the Property, or any allotment thereof, suffers any blow from a blaze or added blow above-mentioned to the Closing that the bulk to acclimation or restore is beneath than $1,000,000 and does not accord acceleration to any addressee beneath a Charter to aish its charter that is acclimatized or not waived , Purchaser agrees that it will able the Closing and access the appointment of the gain of any allowance accoutrement such blow added an bulk according to Seller’s deductible beneath its allowance action (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no abridgement in the Acquirement Price.

18.     Survival of Representations and Warranties .     All representations and warranties fabricated by Seller herein shall survive the Closing for a aeon of one (1) year afterwards Closing. The aloft limitations shall not administer to any representations or warranties complete in the Accomplishment accomplished by Seller and delivered to Purchaser at Closing.

19.     Assignment . Purchaser’s rights beneath this Acclimation shall be assignable by Purchaser, afterwards added accord of Seller, to an article affiliated with or controlled by Purchaser or any of Purchaser’s principals. Except for the foregoing, Purchaser may not accredit its rights beneath this Acclimation afterwards the above-mentioned accounting accord of Seller.

20.     Notices . All notices, requests or added communications able or adapted beneath this Acclimation shall be in autograph and shall be appear by claimed delivery, by nationally accustomed brief commitment anniversary (such as Federal Express), by certified mail, acceptance cancellation requested, by cyberbanking mail or by facsimile manual to the parties hereto at the addresses apparent beneath or at such added abode as any of them may baptize by apprehension to anniversary of the others. Apprehension accustomed by facsimile or cyberbanking mail shall be able as of the accustomed manual of the facsimile (as apparent by a accustomed manual abode generated by the sender’s facsimile equipment) or aloft sending cyberbanking mail, but alone if apprehension is beatific the aforementioned day by accession acclimation able by this Section 19.

Seller:

JANAF ENTITIES

c/o McKinley, Inc.

320 N. Main Street, Ste. 200

Ann Arbor, Michigan 28104

Attn: Nate Lewis

Phone: 734-769-8520

Fax: 734-769-0036

Email: [email protected]

Copy to:

WILLCOX & SAVAGE, P.C.

Attn: Stephen R. Davis, Esquire

222 Central Park Avenue, Ste. 1500

Virginia Beach, Virginia 23462

Phone: 757-628-5602

Fax: 757-628-5659

Email: [email protected]

Purchaser:

Dave Kelly

Wheeler Complete Acreage Beforehand Trust, Inc.

2529 Virginia Beach Boulevard

Virginia Beach, Virginia 23452

Phone: (757) 627-9088

Fax: (757) 627-9081

Email: [email protected]

Copy to:

Charles E. Land, Esq.

Kaufman & Canoles, PC

150 West Main Street, Suite 2100

Norfolk, Virginia 23510

Phone: (757) 624-3131

Fax: (888) 360-9092

Email: [email protected]

Escrow Agent:

BB&T Allowance Services, Inc., t/a BridgeTrust Title

Attn: Kris Cates

One Columbus Center, Ste. 400

Virginia Beach, Virginia 23462

Phone: 757-671-7413

Fax: 800-526-3329

Email: [email protected]

21.     Escrow . Aloft its cancellation thereof, Escrow Abettor shall drop the Drop in a federally insured absorption address account, with all accrued absorption becoming afterwards to be added to and accounted a allotment of the Deposit. Except as contrarily provided in this Contract, the Drop shall be delivered by Escrow Abettor to Seller on the Closing Date for appliance adjoin the Acquirement Price; provided, however, if Purchaser shall be advantaged to a acquittance of the Drop in accordance with the acceding of this Contract, Escrow Abettor shall promptly acquittance the Drop to Purchaser. Escrow Abettor shall access no accountability to any affair hereto in acting or abnegation from acting hereunder except for gross apathy adamant bribery and shall accomplish such action afterwards compensation. In the blow of any altercation amid the parties hereto or amid Escrow Abettor and Seller or Purchaser, Escrow Abettor may drop the Drop in a cloister of competent administration for the purpose of accepting a affirmation of such controversy. Seller and Purchaser accede to assassinate and bear an escrow acceding in the anatomy appointed by Escrow Agent, which escrow acceding shall be in commercially reasonable form.

22.     Like Affectionate Barter Beneath Section 1031 of the Centralized Acquirement Code . The parties accede that Seller or Purchaser may ambition to access into a like affectionate barter (either accompanying or deferred) with anniversary to the Acreage (the “Exchange”) pursuant to the applicative accoutrement of Section 1031 of the Centralized Acquirement Cipher of 1986, as amended. Admitting annihilation to the adverse complete in this Contract, Seller or Purchaser shall access the adapted to accredit its absorption beneath this Acclimation afterwards the added party’s accord for the sole purpose of enabling the allotment affair to accomplish the Exchange, including beheading of any all-important acceptance documents; provided, however, that admitting any such assignment, the allotment affair shall not be appear from any of its liabilities, obligations or indemnities beneath this Contract. The added affair shall abet in all reasonable respects with the allotment affair to accomplish such Exchange; provided, however, that:

A.    Closing shall not be connected or delayed by acumen of such Exchange;

B.    The non-assigning affair shall not be adapted to access any added bulk or bulk as a aftereffect of such Exchange, and the allotment affair shall forthwith, on demand, antithesis the non-assigning affair for any added bulk or bulk excepting for attorney’s fees incurred by the non-assigning affair as a aftereffect of the Barter in reviewing documents; and

C.    The allotment party’s adeptness to able the Barter shall not be a action to the obligations of allotment affair beneath this Contract, and the non-assigning affair does not accreditation and shall not be amenable for any of the tax after-effects to allotment affair with anniversary to the affairs brash hereunder.

23.     Miscellaneous .

A.    This Acclimation shall be absolute by, construed and activated beneath the laws of the Commonwealth of Virginia, afterwards attention to its conflicts of laws provisions.

B.    This Acclimation sets alternating the absolute acceding and compassionate amid the parties with anniversary to the affairs brash hereby and supersedes all above-mentioned agreements, arrange and understandings which led to the accountable bulk hereof.

C.    All the terms, covenants, representations, warranties and altitude of this Acclimation shall be bounden upon, and accustom to the anniversary of and be accustomed by, the parties hereto and their corresponding heirs, claimed representatives, executors, breed and permissible assigns.

D.    Failure of any affair at any time or times to crave achievement of any accoutrement herein shall in no abode affect the adapted at a afterwards time to accomplish the provision. No abandonment by either affair of any condition, or the aperture of any term, covenant, representation or affirmation complete in this Contract, whether by conduct or otherwise, in any one of added instances, shall be accounted a added or continuing abandonment of action or covenant, representation or affirmation complete in this Contract.

E.    Any alteration or modification of this Acclimation shall be fabricated in autograph accomplished by anniversary affair to this Contract.

F.    Wherever acclimated herein, the atypical shall accommodate the plural, the plural shall accommodate the atypical and the use of any gender shall accommodate all added genders. If Seller consists of added than one alone or entity, all individuals and entities absolute Seller shall be accordingly and severally accountable beneath this Contract. In this Contract, whenever accustomed words or acceding are followed by the chat “including” (or added forms of the chat “include”) and words of authentic and specific meaning, shall be accounted to accommodate the words “including afterwards limitation,” and the accustomed words shall be construed in their widest extent, and shall not be apprenticed to bodies or things of the aforementioned accustomed affectionate or chic as those accurately mentioned in the words of authentic and specific meaning.

G.    The captions and Section headings complete herein are for accessibility alone and shall not be acclimated in construing or administration any of the accoutrement of this Contract.

H.    This Acclimation may be accomplished by facsimile or cyberbanking mail in two (2) or added counterparts, anniversary of which shall be accounted an aboriginal hereof, but all of which, together, shall accumulated a distinct agreement. If accomplished by facsimile or cyberbanking mail, the parties to this Acclimation may await on an cyberbanking archetype or facsimile archetype as an original.

I.    Time is of the aspect with anniversary to every accouterment of this Contract.

J.    If the cessation of any time aeon abstinent in canicule occurs on a Saturday, Sunday or accustomed holiday, such cessation shall automatically be connected to the aing day which is not a Saturday, Sunday or accustomed holiday.

K.    In the blow of any action amid the parties hereto with anniversary to this Contract, the non-prevailing affair in such action shall pay any and all costs and costs incurred by the added affair in affiliation with such action including, afterwards limitation, cloister costs (including costs of any balloon or address therefrom) and reasonable attorneys’ fees and disbursements.

L.    Except as especially set alternating in this Contract, the exercise by any affair to this Acclimation of any of its remedies beneath this Acclimation will be afterwards ageism to its added remedies beneath this Acclimation or accessible at law or in equity.

M.    Unless declared otherwise, the accoutrement of this Acclimation shall survive Closing.

[Balance of Folio Carefully Left Blank]

IN WITNESS WHEREOF, the parties hereto access accomplished this Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, it Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 2nd day of December, 2016, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    Seller and Purchaser admiration to alter the Acquirement Acceding to absorb the ahead agreed aloft acceding apropos “New Leases” and to added alter the Acquirement Acceding as herein provided.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and abundantly of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Purchase Bulk and Acceding of Payment; Accepting of Loans . Seller and Purchaser accede that the added book of Section 3.D. of the Acquirement Acceding is adapted and restated in its absoluteness as follows:

Within ten (10) business canicule afterwards Seller and Purchaser anniversary receives the acknowledgment to Seller’s accounting address to the Lender for its approval of Purchaser’s accepting of the Loan, Seller (as applicable) and Purchaser shall complete any abstracts and abide all adapted submittals that anniversary Lender may crave in affiliation with accepting such Lender’s Consent.

2. Seller’s Representations and Warranties . Seller and Purchaser accede that Section 6.L. of the Acquirement Acceding is adapted and restated in its absoluteness as follows:

L.    Following Closing, no allowance or leasing commissions or added advantage is or will be due or payable to any person, firm, association or added article with anniversary to or on anniversary of any of the Leases or any extensions or renewals thereof except as appear on Exhibit E and except

for any allowance or leasing commissions or agnate fees that may be due in affiliation with any New Leases, including the Ashley Stewart Charter and the Aldi Charter (as such acceding are authentic below). Absorbed hereto as Exhibit E is a anniversary of all complete advertisement or allowance agreements with anniversary to the Acreage beneath which a bureau or added appliance has been becoming but not been paid or beneath which there is abeyant for a bureau or added advantage to be becoming in the future.

3. New Leases . Seller and Purchaser accede that the afterward accouterment is added as Section 8.J. of the Acquirement Agreement:

J.    Except for the Ashley Stewart Charter and the Aldi Lease, Seller will not access into any lease, assignment, amendment, modification, supplement, abortion or face-lifting of a lease, or accord to any appoint of any bounds aural the Property, including afterwards limitation, the Leases (each a “New Lease”), afterwards aboriginal accepting Purchaser’s above-mentioned accounting approval, which approval shall be accustomed or denied in Purchaser’s sole acumen if Seller’s address is delivered afterwards the end of the Assay Period, contrarily Purchaser’s approval shall not be foolishly withheld, conditioned or delayed. Purchaser shall be accounted to access accustomed any address by Seller to access into any lease, assignment, amendment, modification, supplement or face-lifting of a lease, including, afterwards limitation, as to the Leases, unless Purchaser provides a specific accounting argument to such address by Seller aural bristles (5) business canicule of cancellation of such address from Seller. Purchaser agrees to pay the Leasing Costs with anniversary to any new lease, amendment, modification, supplement or face-lifting (other than the Ashley Stewart Charter and/or the Aldi Lease) that Seller executes while this Acclimation is in aftereffect and which Purchaser has accustomed or is accounted to access approved.

4. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. Any authentic acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

5. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Aboriginal Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 6 th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and abundantly of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. The Acceding is hereby adapted as follows:

(a)

Review Period . The analogue of “Review Period” on folio 2 of the Acceding (Section I beneath the branch “Definitions”) is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date catastrophe at 5:00 p.m. (Norfolk, Virginia time) on February 3, 2017.

(b)

Closing Date . The aftermost book of the analogue of “Closing Date” on the aboriginal folio of the Acceding (Section A beneath the branch “Definitions”) is hereby deleted in its absoluteness and restated as follows:

Both Seller and Purchaser shall access the adapted to aish this Acclimation if, through no accountability of its own, the Closing does not action on or afore March 31, 2017, due to the abortion to access any Accommodation Accepting Approval, by accounting apprehension to the added parties in which blow the Earnest Money shall be refunded to Purchaser and none of the parties shall access any added obligations to the others.

(c)

Conditions . The afterward is hereby added as article (xiii) to Section 9.A. and article (ii) to Section 9.B.:

(xiii)     The “Earliest Alteration Date” as authentic in Section 24 of the Accomplishment of Acreage Charter Acceding (the “WaWa Lease”) amid WaWa, Inc. and JSC anachronous November 3, 2016, shall access occurred. Seller agrees not to adapt the analogue of “Earliest Alteration Date” in the WaWa Charter afterwards Purchaser’s consent.

(d)

Earnest Money . The Acceding is hereby adapted to accommodate that the Escrow Abettor is directed to acquit Two Hundred and Fifty Thousand Dollars ($250,000) of the Earnest Money (the “Released Amount”) to Seller promptly afterwards the beheading of this Amendment. Purchaser shall access a acclaim adjoin the Acquirement Bulk in the bulk of the Appear Bulk at the Closing. If Purchaser is for any acumen advantaged to a acquittance of the Earnest Money, again Seller shall be answerable to promptly acquittance the Appear Bulk to Purchaser afterwards deduction. McKinley Inc. joins in the beheading of this Alteration to absolutely acceding (a acceding of acquittal and not of collection) Seller’s obligation to acquittance of the Appear Bulk to Purchaser if such obligation arises.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. Any authentic acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Aboriginal Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

12 Real Estate Deed Form Samples - Free Sample, Example Format Download - michigan gov quit claim deed form
12 Real Estate Deed Form Samples – Free Sample, Example Format Download – michigan gov quit claim deed form | michigan gov quit claim deed form

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 9 th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”) and by Added Alteration to Acquirement Acceding anachronous January 6, 2017 (the “Second Amendment”).

R-3.    Seller and Purchaser admiration to alter the Acquirement Acceding to extend the Assay Aeon so that it shall end on January 9, 2017.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and abundantly of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Review Period . The analogue of “Review Period” on folio 2 of the Acceding (Section I beneath the branch “Definitions”) is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date catastrophe at 5:00 p.m. (Norfolk, Virginia time) on January 11, 2017.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. Any authentic acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may

also be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Aboriginal Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 11 th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016, by Added Alteration to Acquirement Acceding anachronous January 6, 2017, and by Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017.

R-3.    Seller and Purchaser admiration to alter the Acquirement Acceding to extend the Assay Aeon so that it shall end on January 13, 2017.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Review Period . The analogue of “Review Period” on folio 2 of the Acquirement Acceding (Section I beneath the branch “Definitions”) is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on January 13, 2017.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. Any authentic acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be

treated collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Fourth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 13th day of January, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”), a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017 (the “Second Amendment”), a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017 (the “Third Amendment”), and a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017 (the “Fourth Amendment”).

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. The Acquirement Acceding is hereby adapted as follows:

(a)

Review Period . The analogue of “Review Period”, as initially declared on folio 2 of the Acquirement Acceding and as adapted by the Added Amendment, is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on February 3, 2017.

(b)

Closing Date . The analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (Section A beneath the branch “Definitions”) is hereby deleted in its absoluteness and restated as follows:

Closing Date – “Closing Date” shall beggarly the date that is on or afore the afterwards of (x) fifteen (15) canicule afterwards the blow of the

last of the following: (i) anniversary Lender (as authentic below) has accustomed its approval of Purchaser’s accepting of the corresponding Accommodation (as authentic below), (ii) anniversary Lender has provided the corresponding Lender’s Accord (as authentic below), and (iii) anniversary Lender has brash Seller and Purchaser that all of such Lender’s altitude to closing (including, afterwards limitation, all Accepting Abstracts (as authentic below) accepting been agreed aloft and in final anatomy but excluding any altitude that will be annoyed contemporaneously with or are abased on the blow of the Closing, as authentic below) of the approval of the accepting of its corresponding Accommodation by Purchaser access been annoyed (with anniversary to anniversary Loan, the “Loan Accepting Approval” and collectively, the “Loan Accepting Approvals”); (y) thirty (30) canicule afterwards the aftermost day of the Assay Period; or (z) bristles (5) business canicule afterwards the “Earliest Alteration Date” as authentic in Section 24 of the Accomplishment of Acreage Charter Acceding (the “Wawa Lease”) amid Wawa, Inc. and JSC anachronous November 3, 2016 (Seller agrees not to adapt the analogue of “Earliest Alteration Date” in the Wawa Charter afterwards Purchaser’s consent). Both Seller and Purchaser shall access the adapted to aish this Acclimation if, through no accountability of its own, the Accommodation Accepting Approvals access not been acquired on or afore March 31, 2017, by accounting apprehension to the added parties in which blow the Earnest Money shall be refunded to Purchaser and none of the parties shall access any added obligations to the others.

Section 9.A(iii) is hereby deleted in its absoluteness and restated as follows:

(iii)    Subject to any affairs appear to Purchaser or contrarily apparent by Purchaser above-mentioned to the end of the Assay Period, all of Seller’s representations and warranties complete herein shall be authentic and complete in all complete respects as of the Closing afterwards attention for any accomplishment based on Seller’s knowledge.

(d)

Lease Disclosures . Purchaser hereby agrees and acknowledges that (i) the WaWa Charter prohibits the auction of the Acreage above-mentioned to WaWa, Inc.’s cancellation of assertive permits adapted to accessible for business, as added decidedly set alternating in the WaWa Lease; (ii) pursuant to that assertive charter amid the Virginia Alcoholic Beverage Ascendancy Lath (“ABC”) and JSC anachronous April 4, 2001 (as adapted or contrarily modified, the “ABC Lease”), the appellation of the ABC Charter asleep on July 1, 2016 and ABC has connected to absorb the amplitude absolute by the ABC Charter afterwards such cessation date; and (iii) Seller’s

representations and warranties set alternating in Section 6 of the Acquirement Acceding are accountable to this Section 1(d).

(e)

Environmental Condition . Purchaser hereby (i) acknowledges that it has accustomed a satisfactory Phase I Ecology Armpit Appraisal that recommends no added testing and that, as of the date of this Amendment, it has not apparent any Chancy Materials, baneful substances, tanks or added unsatisfactory ecology altitude in abuse of Ecology Laws on or about the Property, or that crave advertisement to any authoritative ascendancy beneath Ecology Laws (collectively, “Environmental Issues”), and (ii) agrees that Purchaser’s adapted to aish the Acquirement Acceding pursuant to Section 9.A(vii) is apprenticed to Ecology Issues aboriginal apparent afterwards the date of this Amendment.

(f)

Earnest Money . The Acquirement Acceding is hereby adapted to accommodate that the Escrow Abettor is directed to acquit Two Hundred and Fifty Thousand Dollars ($250,000) of the Earnest Money (the “Released Amount”) to Seller promptly afterwards the beheading of this Amendment. Purchaser shall access a acclaim adjoin the Acquirement Bulk in the bulk of the Appear Bulk at the Closing. If Purchaser is for any acumen advantaged to a acquittance of the Earnest Money pursuant to the Acquirement Agreement, again Seller shall be answerable to promptly acquittance the Appear Bulk to Purchaser afterwards deduction. McKinley Inc., a Michigan association (“Inc.”), joins in the beheading of this Alteration to absolutely acceding (a acceding of acquittal and not of collection) Seller’s obligation to acquittance the Appear Bulk to Purchaser if such obligation arises pursuant to the Acquirement Agreement.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Fifth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

The undersigned joins in the beheading of this Alteration alone for the purpose declared in Branch 1(f) above.

MCKINLEY, INC.

By: /s/ Albert M. Berriz

Albert M. Berriz, President and CEO

SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 3 rd day of February, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”), a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017 (the “Second Amendment”), a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017 (the “Third Amendment”), a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017 (the “Fourth Amendment”), and a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13 th , 2017 (the “Fifth Amendment”).

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. The Acquirement Acceding is hereby adapted as follows:

(a) Review Period . The analogue of “Review Period”, as initially declared on folio 2 of the Acquirement Acceding and as adapted by the Added Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on March 6, 2017.

(b) Earnest Money . The Acquirement Acceding is hereby adapted to accommodate that the Escrow Abettor is directed to acquit Two Hundred and Fifty Thousand Dollars ($250,000) of the Earnest Money (the

“Second Appear Amount”) to Seller promptly afterwards the beheading of this Amendment. Purchaser shall access a acclaim adjoin the Acquirement Bulk in the bulk of the Added Appear Bulk at the Closing. If Purchaser is for any acumen advantaged to a acquittance of the Earnest Money pursuant to the Acquirement Agreement, again Seller shall be answerable to promptly acquittance the Added Appear Bulk (as able-bodied as the Appear Amount) to Purchaser afterwards deduction; however, if Purchaser is advantaged to a acquittance of the Earnest Money as the aftereffect of a abortion of the Acquirement Acceding pursuant to Branch 4 (Review Period; Inspection) thereof, Purchaser shall alone be advantaged to a acquittance of that allocation of the Earnest Money again captivated by the Escrow Abettor and shall not be advantaged to access a acquittance of the Appear Bulk or the Added Appear Amount. McKinley Inc., a Michigan association (“Inc.”), joins in the beheading of this Alteration to absolutely acceding (a acceding of acquittal and not of collection) Seller’s obligation to acquittance the Appear Bulk and the Added Appear Bulk to Purchaser if such obligation arises pursuant to the Acquirement Agreement.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Sixth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

The undersigned joins in the beheading of this Alteration alone for the purpose declared in Branch 1(b) above.

MCKINLEY, INC.

By: /s/ Albert M. Berriz

Albert M. Berriz, President and CEO

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 6 th day of March, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”), a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017 (the “Second Amendment”), a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017 (the “Third Amendment”), a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017 (the “Fourth Amendment”), a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13 th , 2017 (the “Fifth Amendment”), and a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Amendment. The Acquirement Acceding is hereby adapted as follows:

(a) Review Period . The analogue of “Review Period”, as initially declared on folio 2 of the Acquirement Acceding and as adapted by the Added Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Alteration is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on May 5, 2017.

(b) Purchase Price . The Acquirement Bulk is bargain to Eighty Six Actor Six Hundred Seventy Bristles Thousand and No/100 Dollars ($86,675,000). Purchaser waives any affirmation that it may access as the aftereffect of any blunder complete in the abstracts provided by Seller to Purchaser apropos the bulk of hire payable by the U. S. Army beneath its Lease.

(c) Olive Gardens Lease . Seller agrees that it will either (i) at or afore the Closing, accommodate an estoppel affidavit from Accustomed Mills Restaurants, Inc. (“Olive Garden”) either acknowledging that the adapted of aboriginal abnegation complete in its charter does not administer to the acquirement of the Acreage in accordance with the acceding of the Acceding or that it waives such adapted or (ii) at Closing, assassinate and bear to Purchaser an acceding from Seller and McKinley Inc. by which they accede to atone and ascendancy Purchaser controllable from and adjoin any blow or accountability arising from any affirmation fabricated by Olive Garden that its adapted of aboriginal abnegation is applicative to the acquirement of the Acreage by Purchaser pursuant to the Agreement, including any costs of aegis incurred by Purchaser in arresting any such claim.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Sixth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 7 th day of March, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”), a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017 (the “Second Amendment”), a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017 (the “Third Amendment”), a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017 (the “Fourth Amendment”), a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13 th , 2017 (the “Fifth Amendment”), a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3 , 2017; and a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Amendment. The Acquirement Acceding is hereby adapted as follows:

Review Period . The analogue of “Review Period”, as initially declared on folio 2 of the Acquirement Acceding and as adapted by the Added Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Alteration and the Seventh Alteration is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on March 8, 2017.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding shall abide in abounding force and effect. All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Agreement. In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

IN WITNESS WHEREOF, the parties access accomplished this Eighth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

NINETH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS NINETH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 8 th day of March, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016 (the “First Amendment”), a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017 (the “Second Amendment”), a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017 (the “Third Amendment”), a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017 (the “Fourth Amendment”), a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13 th , 2017 (the “Fifth Amendment”), a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3 , 2017, a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6 , 2017 (the “Seventh Amendment”), and a assertive Eight Alteration to Acquirement and Auction Acceding date March 7, 2017 (the “Eight Amendment”).

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Amendment. The Acquirement Acceding is hereby adapted as follows:

(a) Review Period . The analogue of “Review Period”, as initially declared on folio 2 of the Acquirement Acceding and as adapted by the Added Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Alteration and the Eight Alteration is hereby deleted in its absoluteness and restated as follows:

“Review Period” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on

the date that Seller provides Purchaser with either (i) a archetype of a apprehension from the addressee beneath the WaWa Charter (as authentic in the Fifth Amendment) that such addressee is thirty (30) canicule or beneath from commutual its leasehold improvements or (ii) apprehension from Seller that such addressee beneath the WaWa Charter has filed for its final affidavit of ascendancy for its busy premises.

(b)      Closing Date .    The branch complete the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (Section A beneath the branch “Definitions”), as ahead amended, is hereby added adapted by deleting the aftermost book of such branch which currently reads as follows:

“Both Seller and Purchaser shall access the adapted to aish this Acclimation if, through no accountability of its own, the Accommodation Accepting Approvals access not been acquired on or afore March 31, 2017, by accounting apprehension to the added parties in which blow the Earnest Money shall be refunded to Purchaser and none of the parties shall access any added obligations to the others.”

And replacing it with the afterward sentence:

“Both Seller and Purchaser shall access the adapted to aish this Acclimation if, through no accountability of its own, the Accommodation Accepting Approvals access not been acquired on or afore May 15, 2017, by accounting apprehension to the added parties at any time above-mentioned to the date that the Accommodation Accepting Approvals are absolutely received, in which blow the Earnest Money shall be refunded to Purchaser and none of the parties shall access any added obligations to the others.”

(c) Olive Gardens Lease . Seller agrees that it will either (i) at or afore the Closing, accommodate an estoppel affidavit or added accounting acceptance from Accustomed Mills Restaurants, Inc. or its almsman in absorption (“Olive Garden”) either acknowledging that the adapted of aboriginal abnegation complete in its charter does not administer to the acquirement of the Acreage in accordance with the acceding of the Acquirement Acceding or that it waives such adapted or (ii) at Closing, assassinate and bear to Purchaser an acceding from Seller and McKinley Inc. by which they accede to atone and ascendancy Purchaser controllable from and adjoin any blow or accountability arising from any affirmation fabricated by Olive Garden that its adapted of aboriginal abnegation is applicative to the acquirement of the Acreage by Purchaser pursuant to the Acquirement Agreement, including any costs of aegis incurred by Purchaser in arresting any such claim.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Ninth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

The undersigned joins in the beheading of this Alteration alone for the purpose declared in Branch 1(d) above.

MCKINLEY, INC.

Albert M. Berriz, President and CEO

TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 9th day of June, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016; a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017; a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017; a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017; a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13, 2017 (the “Fifth Amendment”); a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017 (the “Sixth Amendment”); a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, , 2017; a assertive Eighth Alteration to Acquirement and Auction Acceding anachronous March 7, 2017, and a assertive Ninth Alteration to Acquirement and Auction Acceding anachronous March 8, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Amendment . The Acquirement Acceding is hereby adapted as follows:

(a)

Closing Date .    The branch complete the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (Section A beneath the branch “Definitions”), as ahead amended, is hereby added adapted by alteration the date set alternating therein afterwards which the parties may aish the Acceding if the Accommodation Accepting Approvals access not been obtained, from May 15, 2017 to September 30, 2017.

(b)

Earnest Money . Section G beneath branch “Definitions” is adapted to abate the Earnest Money from One Actor and 00/100 Dollars ($1,000,000) to Bristles Hundred Thousand and 00/100 Dollars ($500,000.00) which shall afterlife abide of the “Released Amount” (as authentic in the Fifth Amendment) and the “Second Appear Amount” (as authentic in the Sixth Amendment). The Escrow Abettor is hereby directed to promptly acquit the absolute complete antithesis of the funds captivated by it, including any accrued interest, to Purchaser If Purchaser is for any acumen advantaged to a acquittance of the Earnest Money pursuant to the Acquirement Agreement, the Seller shall be answerable to promptly acquittance the Appear Bulk and the Added Appear Bulk to Purchaser afterwards deduction. McKinley, Inc., a Michigan corporation, joins in the beheading of this Alteration to assert its obligation to absolutely acceding (a acceding of acquittal and not of collection) Seller’s obligation to acquittance the Appear Bulk and the Added Appear Bulk to Purchaser if such obligation arises pursuant to the Acquirement Agreement.

(c)

Review Period . Section I beneath the branch “Definitions” is adapted to recapitulate the analogue of “Review Period” as follows:

“ Review Period ” shall beggarly the aeon basic on the Able Date and catastrophe at 5:00 p.m. (Norfolk, Virginia time) on the date that is three (3) business canicule afterwards the date that Seller provides Purchaser with any of (i) a archetype of a accounting apprehension from the addressee beneath the WaWa Charter (as authentic in the Fifth Amendment) that such addressee is thirty (30) canicule or beneath from commutual its leasehold improvements, (ii) accounting apprehension from Seller that such addressee beneath the WaWa Charter has accustomed its final affidavit of ascendancy for its busy bounds or (iii) a archetype of Wawa’s accounting abandonment of Seller’s obligation not to advertise the arcade centermost above-mentioned to the Ancient Alteration Date (as authentic in the WaWa Lease) or a archetype of Wawa’s accord to such auction above-mentioned to the Ancient Alteration Date.

(d)

Purchase Price . Section L beneath the branch “Definitions” is adapted to abate the Acquirement Bulk from Eighty Seven Actor and 00/100 Dollars ($87,000,000.00) to Eighty Bristles Actor Six Hundred Fifty Thousand and 00/100 Dollars ($85,650,000.00).

(e)

Conditions . Subsections 9.A.(x), 9.A.(xi) and 9.A.(xii) and Exhibits K-1 and K-2 apropos the Ashley Stewart Charter and the Aldi Charter are hereby deleted in their entirety. For the abstention of doubt, the branch afterward annex 9.A.(xii), alpha with the words “In the blow any of the aloft altitude to Closing are not annoyed or waived in writing…” is not deleted and charcoal a allotment of the Acquirement Agreement.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of a battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Tenth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

ELEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS ELEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 17th day of October, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement and Auction Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016; a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017; a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017; a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017; a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13, 2017 (the “Fifth Amendment”); a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017 (the “Sixth Amendment”); a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, , 2017; a assertive Eighth Alteration to Acquirement and Auction Acceding anachronous March 7, 2017; a assertive Ninth Alteration to Acquirement and Auction Acceding anachronous March 8, 2017; and a assertive Tenth Alteration to Acquirement and Auction Acceding anachronous June 9, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Big Lots Lease .     Purchaser acknowledges that Seller has entered into a new charter (the “Big Lots Lease”) with Big Lots Stores Inc. (together with its breed and assigns, “Big Lots”), and Purchaser approves and acknowledges cancellation of a archetype of the Big Lots Lease. If adapted by the Lender that holds the mortgage or accomplishment of affirmation that encumbers the Big Lots busy bounds (for purposes of this Paragraph, such lender is referred to herein as the “Big Lots Lender”), Seller and Purchaser accede that, at Closing, a allocation of Seller’s auction gain according to Two Actor Bristles Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the “Big Lots Escrow Funds”) will be captivated in escrow by the Escrow Abettor pursuant to a mutually adequate escrow acceding (the “Big Lots Escrow Agreement”) amid Purchaser, Seller, the Big Lots Lender and the Escrow Agent, which will accommodate for the absolution of the Big Lots Escrow Funds to Seller aloft achievement of the requirements of the Big Lots Lender. Alternatively, if the Big Lots Lender requires that the Big

Lots Escrow Funds be captivated in a assets anniversary controlled by such Lender or accommodation servicer, again the Big Lots Escrow Funds shall be deposited in such assets anniversary (to be disbursed aloft achievement of the requirements of the Big Lots Lender) and Purchaser shall accredit its rights to the bulk of such funds to Seller. In the blow such assets anniversary is to be established, (i) the parties shall use able acceptance efforts to anniversary the applicative accommodation abstracts to admittance the absolution of the Big Lots Escrow Funds anon to Seller aloft achievement of the requirements of the Big Lots Lender, and (ii) Purchaser and Wheeler REIT (as authentic below) shall anniversary atone Seller for its loss(es) in the blow the Big Lots Escrow Funds are appear to Purchaser and not delivered to Seller. If Purchaser receives the Big Lots Escrow Funds, Purchaser shall promptly address all such funds to Seller.

Seller shall access the adapted to abetment Big Lots in accepting a affidavit of ascendancy for the Big Lots busy bounds (or contrarily aperture to the public) afore and afterwards Closing. Afterwards Closing and above-mentioned to the arising of such affidavit of ascendancy (or the aperture of the Big Lots busy bounds to the public), Purchaser shall be answerable to access into any reasonable amendments to the Big Lots Charter requested by Big Lots or Seller that are all-important to facilitate the arising of such affidavit of ascendancy (or the aperture of the Big Lots busy bounds to the public) but no such alteration shall abate the rent, term, or added obligations of Big Lots beneath its charter in any complete anniversary or access the obligations of the freeholder beneath the Big Lots charter in any complete respect. Purchaser agrees that it shall not amend, adapt or admission any abandonment or accord beneath the Big Lots Charter during the appellation of the Big Lots Escrow Acceding (or another assets account) afterwards the above-mentioned accounting accord of Seller. This Branch 1 shall survive Closing.

2. Payment of Acquirement Price . The accoutrement of Section 3.C. of the Acquirement Acceding are hereby adapted to accommodate that, of the complete antithesis of the Acquirement Price, up to One Actor Bristles Hundred Thousand and 00/100 Dollars ($1,500,000.00) may, aloft alternate accord of Purchaser and Seller, be paid by Purchaser’s commitment to Seller of an agnate bulk of about traded accustomed banal in Purchaser’s ancestor entity, Wheeler Complete Acreage Beforehand Affirmation Inc., which is a about traded complete acreage beforehand affirmation (NASDAQ: WHLR) (“Wheeler REIT”), aloft the acceding and altitude complete herein (the “Stock”), as affected based on the closing bulk of such about traded accustomed banal on the business day anon afore the Closing Date. If applicable, the arising of such Banal shall action at Closing and in escrow through the Escrow Abettor (or in such added timing and abode that is able to Seller and Purchaser). Purchaser shall anniversary Wheeler REIT to bear the aboriginal banal certificates at Closing and such added abstracts as are reasonable and accustomed in such banal transactions. In addition, and alone in the blow shares of Wheeler REIT accustomed banal are issued for the antithesis of the Pruchase Price, at Closing, Purchaser shall anniversary Wheeler REIT to assassinate and accompany in a accustomed “Registration Rights Agreement” with Seller; and, afterwards Closing, Purchaser shall anniversary Wheeler REIT to promptly anniversary the Banal to be “registered” no afterwards than ninety (90) canicule afterwards Closing (such that Seller shall not be belted from affairs the Stock, except as contrarily provided in this paragraph). Afterwards Closing, Purchaser shall be adapted to anniversary Wheeler REIT to booty any and all accomplishments all-important to accomplish the absorbed of this paragraph. Seller agrees that Seller shall be answerable to adjournment at atomic (but not added than) (i) ninety (90) canicule from Closing afore liquidating one-third of the Stock, (ii) one hundred and twenty (120) canicule from Closing afore liquidating two-thirds of the Stock, and (iii) one hundred and fifty (150) from the Closing afore liquidating one hundred percent (100%)

of the Stock. The parties shall accede with all applicative laws in effectuating the acceding of this paragraph. For the account of clarity, the parties hereto absolutely accede that the Purchaser shall access the adapted to pay all or any allocation of the complete antithesis of the Acquirement Bulk in banknote or by wire alteration or added anon accessible U.S. funds rather than any allocation thereof by the arising of the Stock, and if any such Banal (or any allocation thereof) is not accessible for any reason, again Purchaser shall pay the applicative complete antithesis of the Acquirement Bulk in banknote or by wire alteration or added anon accessible U.S. funds. This branch shall survive Closing.

3. Conditions to Accommodation Assumption . Purchaser confirms that it has accustomed the afterward altitude to its accepting of the ACDE Loan:

(a)      The allotment of a $2,500,000 escrow or assets to ensure that Big Lots commences advantageous hire beneath the Big Lots Lease; and

(b)    The allotment of a $2,500,000 deleveraging assets (the “Deleveraging Reserve”) to be captivated by the accommodation servicer until the adeptness or beforehand acquittal in abounding of the accommodation or until the abridgement of the arch antithesis of the accommodation to $50,000,000.

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12 Real Estate Deed Form Samples – Free Sample, Example Format Download – michigan gov quit claim deed form | michigan gov quit claim deed form

  

4. Closing Date . Admitting the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (as ahead amended), the Closing Date shall be on or afore November 1, 2017. The Purchaser may extend the Closing Date through November 8, 2017, by accustomed accounting apprehension to Seller of its absorbed to extend Closing at atomic two (2) business canicule above-mentioned to November 1, 2017 (the “First Extension”). If the Purchaser contest the Aboriginal Extension, again Purchaser may access to added extend the Closing Date through November 15, 2017, by accustomed accounting apprehension to Seller of its absorbed to extend Closing at atomic two (2) business canicule above-mentioned to November 8, 2017. There shall not be any apprehension or cure aeon for a absence that delays Closing aloft the Closing Date, as it may be connected pursuant to this paragraph. Admitting annihilation to the adverse complete in the Acquirement Acceding (as amended), neither Purchaser nor Seller shall access any added adapted to extend the Closing Date (except as especially provided in this Section 4).

5. Lease Escrow . At Closing, Seller shall actualize an escrow with the Escrow Abettor in the bulk of One Actor Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) which shall abide of One Actor One Hundred Thousand and 00/100 Dollars ($1,100,000.00) allocated to the Affair City addressee (the “Party City Escrow”) and Bristles Hundred Thousand and 00/100 Dollars ($500,000.00) allocated to the Abatement Tire addressee (the “Discount Tire Escrow”). If (a) Purchaser (or, above-mentioned to Closing, Seller) obtains a active charter with Affair City or an Able Another Addressee (the “Party City Lease”) on acceding constant with the complete letter of absorbed active by Seller and Affair City and contrarily on acceding and altitude analytic satisfactory to Purchaser aural nine (9) months afterwards Closing and (b) Affair City or an Able Another Addressee opens for business in its bounds or commences to pay hire aural twelve (12) months afterwards the Closing (or afterwards if especially able by the acceding of the Affair City Lease, i.e., on or afore the applicative date for such addressee to accessible for business or appear advantageous hire as authentic in such lease), again the funds in the Affair City Escrow shall be appear in abounding to Seller. If any of the altitude set alternating aloft are not annoyed aural the time period(s) provided again the Affair City Escrow shall be appear to Purchaser unless such abortion is acquired by a aperture or absence by Purchaser. If (a)

Purchaser (or, above-mentioned to Closing, Seller) obtains a active charter with Abatement Tire or an Able Another Addressee (the “Discount Tire Lease”) on acceding constant with the complete letter of absorbed active by Seller and Abatement Tire and contrarily on acceding and altitude analytic satisfactory to Purchaser aural nine (9) months afterwards Closing and (b) Abatement Tire opens for business in its bounds or commences to pay hire aural twelve (12) months of the Closing (or afterwards if especially able by the acceding of the Abatement Tire Lease, i.e., on or afore the applicative date for such addressee to accessible for business or appear advantageous hire as authentic in such lease), again the funds in the Abatement Tire Escrow shall be appear in abounding to Seller. If any of the altitude set alternating aloft are not annoyed aural the time period(s) provided again the Abatement Tire Escrow shall be appear to Purchaser unless such abortion is acquired by a aperture or absence by Purchaser. Seller and Purchaser shall abide to use their best efforts and abet in accepting a active charter from anniversary of Affair City and Abatement Tire (or, in anniversary case, an Able Another Tenant) on commercially reasonable terms. Purchaser shall not carefully or in bad acceptance debris or adjournment the beheading of the Affair City Charter or the Abatement Tire Charter to abstain the absolution of escrowed funds to Seller as brash herein. The absolution of funds from the Affair City Escrow is not accidental aloft the absolution of funds from the Abatement Tire Escrow, and carnality versa. Afore and afterwards Closing, Seller shall access the adapted to abetment anniversary of Affair City and Abatement Tire (or the Able Another Addressee of each) in aperture for business. Afterwards Closing and above-mentioned to the absolution of anniversary of the Abatement Tire Escrow and the Affair City Escrow, as applicable, Purchaser shall be answerable to access into any reasonable amendments to the Abatement Tire Charter and/or the Affair City Charter requested by Abatement Tire, Affair City or Seller, as applicable, that are all-important to facilitate the aperture of such bounds to the accessible aural the time periods brash herein, as the case may be, but no such alteration shall abate the rent, term, or added obligations of such addressee beneath its charter in any complete anniversary or access the obligations of the freeholder beneath such charter in any complete respect. Purchaser agrees that it shall not amend, adapt or admission any abandonment or accord that would affect the timing for the addressee to accessible for business in its bounds or the obligation to appear the acquittal of hire (x) beneath the Affair City Charter during the appellation of the Affair City Escrow or (y) beneath the Abatement Tire Charter during the appellation of the Abatement Tire Escrow afterwards the above-mentioned accounting accord of Seller. As acclimated in this paragraph, the appellation “Acceptable Another Tenant” shall beggarly (i) in the case of the Affair City Lease, a addressee added than Affair City that has a analytic agnate acclaim appraisement to Affair City and that signs a charter of amplitude that is abandoned as of the date hereof with the aforementioned or greater gross hire (as compared to the gross hire set alternating in the accustomed letter of absorbed with Affair City) aural the applicative time periods authentic aloft for the Affair City Charter provided that Seller elects to pay the Leasing Costs associated with such Able Another Tenant’s lease; and (ii) in the case of the Abatement Tire Lease, a addressee added than Abatement Tire that has a analytic agnate acclaim appraisement to Abatement Tire and that signs a charter of amplitude that is abandoned as of the date hereof with the aforementioned or greater gross hire (as compared to the gross hire set alternating in the accustomed letter of absorbed with Abatement Tire) aural the applicative time periods authentic aloft for the Abatement Tire Charter provided that Seller elects to pay the Leasing Costs associated with such Able Another Tenant’s lease. Copies of the accustomed belletrist of absorbed with anniversary of Affair City and Abatement Tire are absorbed hereto as Exhibit A .

6. Deleveraging Reserve . Seller agrees that at Closing it will use a allocation of the Acquirement Bulk to absolutely armamentarium the Deleveraging Assets (not to beat $2,500,000). Seller shall access no affirmation to the acceptance of any allocation of the funds acclimated to armamentarium the Deleveraging Reserve.

7. Leasing Costs . Section 8.J. of the Charter is adapted to accommodate that Seller, rather than Purchaser, shall pay all of the Leasing Costs with anniversary to every new lease, amendment, modification, supplement or face-lifting that Seller executes while the Acquirement Acceding is in aftereffect (but not afterwards Closing).

8. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of an authentic and clashing battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

9. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Eleventh Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JOINDER AND CONSENT

The undersigned hereby consents to the aloft Eleventh Alteration to Acquirement and Auction Acceding (“Amendment”) and joins in such Alteration for purposes of accordant to accede with and accomplish its obligations beneath (and accomplish the acceding of) Paragraphs 1 and 2 of such Alteration (even afterwards Closing, if necessary). The undersigned added agrees to atone and antithesis Seller for any and all blow and/or blow that Seller may access as a aftereffect of the undersigned’s abortion to accomplish its obligations beneath (and accomplish the acceding of) Paragraphs 1 and/or 2 of such Amendment. This Joinder and Accord shall survive Closing.

WHEELER REAL ESTATE INVESTMENT TRUST INC.

/s/ Jon S. Wheeler

Jon S. Wheeler, Chairman/CEO

Dated: October 17, 2017

TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 9th day of November, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Virginia apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement and Auction Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016; a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017; a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017; a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017; a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13, 2017 (the “Fifth Amendment”); a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017 (the “Sixth Amendment”); a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, , 2017; a assertive Eighth Alteration to Acquirement and Auction Acceding anachronous March 7, 2017; a assertive Ninth Alteration to Acquirement and Auction Acceding anachronous March 8, 2017; a assertive Tenth Alteration to Acquirement and Auction Acceding anachronous June 9, 2017; and, a assertive Eleventh Alteration to Acquirement and Auction acceding anachronous October 17, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Closing Date . Admitting the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (as ahead amended), the Acquirement Acceding is hereby adapted to accommodate that the Closing Date shall be on or afore December 1, 2017. Admitting annihilation to the adverse complete in the Acquirement Acceding (as amended), neither Purchaser nor Seller shall access any added adapted to extend the Closing Date.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of an express

and clashing battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Twelfth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

THIRTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 30th day of November, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Delaware apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement and Auction Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016; a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017; a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017; a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017; a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13, 2017 (the “Fifth Amendment”); a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017 (the “Sixth Amendment”); a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, , 2017; a assertive Eighth Alteration to Acquirement and Auction Acceding anachronous March 7, 2017; a assertive Ninth Alteration to Acquirement and Auction Acceding anachronous March 8, 2017; a assertive Tenth Alteration to Acquirement and Auction Acceding anachronous June 9, 2017; a assertive Eleventh Alteration to Acquirement and Auction Acceding anachronous October 17, 2017; and a assertive Twelfth Alteration to Acquirement and Auction Acceding anachronous November 9, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Closing Date . Admitting the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (as ahead amended), the Acquirement Acceding is hereby adapted to accommodate that the Closing Date shall be on or afore December 29, 2017. Admitting annihilation to the adverse complete in the Acquirement Acceding (as amended), neither Purchaser nor Seller shall access any added adapted to extend the Closing Date.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of an authentic and clashing battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively

as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Thirteenth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

FOURTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FOURTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is fabricated as of the 19th day of December, 2017, by and between JANAF SHOPPING CENTER, LLC , a Delaware apprenticed accountability aggregation (“JSC”), JANAF SHOPS, LLC , a Delaware apprenticed accountability aggregation (“Shops”), JANAF HQ, LLC , a Virginia apprenticed accountability aggregation (“JHQ”) and JANAF CROSSINGS, LLC , a Virginia apprenticed accountability aggregation (“Crossings”) (collectively and anniversary individually, “Seller”), and WHLR-JANAF , LLC , a Delaware apprenticed accountability company, or assigns (the “Purchaser”).

RECITALS

R-1.    Seller and Purchaser are parties to a assertive Acquirement and Auction Acceding (as amended, the “Purchase Agreement”) anachronous as of November 3, 2016, apropos to assertive Acreage amid in the City of Norfolk, Virginia, added decidedly declared in the Acquirement Agreement.

R-2.    This Acquirement and Auction Acceding has been adapted by a assertive Aboriginal Alteration to Acquirement and Auction Acceding anachronous December 2, 2016; a assertive Added Alteration to Acquirement and Auction Acceding anachronous January 6, 2017; a assertive Third Alteration to Acquirement and Auction Acceding anachronous January 9, 2017; a assertive Fourth Alteration to Acquirement and Auction Acceding anachronous January 11, 2017; a assertive Fifth Alteration to Acquirement and Auction Acceding anachronous January 13, 2017 (the “Fifth Amendment”); a assertive Sixth Alteration to Acquirement and Auction Acceding anachronous February 3, 2017 (the “Sixth Amendment”); a assertive Seventh Alteration to Acquirement and Auction Acceding anachronous March 6, , 2017; a assertive Eighth Alteration to Acquirement and Auction Acceding anachronous March 7, 2017; a assertive Ninth Alteration to Acquirement and Auction Acceding anachronous March 8, 2017; a assertive Tenth Alteration to Acquirement and Auction Acceding anachronous June 9, 2017; a assertive Eleventh Alteration to Acquirement and Auction Acceding anachronous October 17, 2017; a assertive Twelfth Alteration to Acquirement and Auction Acceding anachronous November 9, 2017; and a assertive Thirteenth Alteration to Acquirement and Auction Acceding anachronous November 30, 2017.

R-3.    Seller and Purchaser admiration to added alter the Acquirement Agreement.

AMENDMENT

NOW, THEREFORE, for and in appliance of the foregoing, and added able and admired consideration, the cancellation and capability of which are hereby acknowledged, Seller and Purchaser accede as follows:

1. Closing Date . Admitting the analogue of “Closing Date” on the aboriginal folio of the Acquirement Acceding (as ahead amended), the Acquirement Acceding is hereby adapted to accommodate that the Closing Date shall be on or afore January 17, 2018. Admitting annihilation to the adverse complete in the Acquirement Acceding (as amended), neither Purchaser nor Seller shall access any added adapted to extend the Closing Date.

2. Miscellaneous . Except as especially adapted in this Amendment, the Acquirement Acceding (as ahead amended) shall abide in abounding force and aftereffect (and, if applicable, is reinstated). All capitalized acceding not authentic in this Alteration shall access the aforementioned analogue and acceptation as set alternating in the Acquirement Acceding (as ahead amended). In the blow of an authentic and clashing battle amid the terms, altitude and accoutrement of the Acquirement Acceding (as ahead amended) and those of this Amendment, the terms, altitude and accoutrement of this Alteration shall prevail.

3. Counterparts . This Alteration may be accomplished in counterparts, anniversary of which shall be accounted to be an original, and/or with analogue signature pages, all of which shall be brash collectively as apery the distinct beheading of this Amendment. This Alteration may additionally be accomplished through facsimile/electronic signatures, which shall access the aforementioned bounden aftereffect on the parties as aboriginal signatures.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties access accomplished this Fourteenth Alteration to Acquirement and Auction Agreement.

PURCHASER:

WHLR-JANAF, LLC, a Delaware apprenticed accountability company

By:

Wheeler REIT, L.P., a Virginia apprenticed partnership, its Sole Member

By:

Wheeler Complete Acreage Beforehand Trust, Inc., a Maryland corporation, its Accustomed Partner

By:     /s/ Jon S. Wheeler

Jon S. Wheeler, Chief Executive Officer

SELLER:

JANAF SHOPPING CENTER, LLC,

a Delaware apprenticed accountability company

By:     Janaf Arcade Centermost Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF SHOPS, LLC,

a Delaware apprenticed accountability company

By:     Janaf Associates Mezz LLC,

a Michigan apprenticed accountability company,

its Sole Member

By:

GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF CROSSINGS, LLC,

a Virginia apprenticed accountability company

By:    Janaf Crossings Manager LLC

a Virginia apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

JANAF HQ, LLC,

a Virginia apprenticed accountability company

By:     GPR McKinley Manager LLC,

a Michigan apprenticed accountability company,

its Manager

Albert M. Berriz, Manager

Consent of Complete Auditor

We hereby accord to the assimilation by advertence in the Allotment Statements of Wheeler Complete Acreage Beforehand Trust, Inc., on Form S-11 (Nos. 333-189887, 333-194831, 333-195492, 333-198245, and 333-198696), Form S-3 (Nos. 333-193563, 333-194252, 333-203563, 333-206014, 333-207241, 333-211506, 333-212426, 333-213294, and 333-221877), Anatomy S-4 (No. 333-204957) and Anatomy S-8 (Nos. 333-205845 and 333-213102) of our abode anachronous January 9, 2018, with anniversary to the Anniversary of Revenues and Assertive Operating Costs of JANAF , for the year ended December 31, 2016 , which abode appears in the accompanying Accustomed Abode on Anatomy 8-K of Wheeler Complete Acreage Beforehand Trust, Inc.

/s/ Cherry Bekaert LLP

Virginia Beach, Virginia

January 9, 2018

Report of Complete Auditor

To the Lath of Directors and Shareholders of

Wheeler Complete Acreage Beforehand Trust, Inc.

We access audited the accompanying anniversary of revenues and assertive operating costs (the “Statement”) of JANAF (referred to as the “Property”) for the year ended December 31, 2016 .

Management’s Albatross for the Statement

Management is amenable for the alertness and fair presentation of this Statement, in accordance with accounting attempt about accustomed in the United States of America, that is chargeless from complete misstatement, whether due to artifice or error.

Auditor’s Responsibility

Our albatross is to authentic an appraisal on this Anniversary based on our audit. We conducted our assay in accordance with auditing standards about accustomed in the United States of America. Those standards crave that we plan and accomplish the assay to access reasonable affirmation about whether the Anniversary is chargeless from complete misstatement.

An assay involves d procedures to access assay affirmation about the amounts and disclosures in the Statement. The procedures called depend on the auditor’s judgment, including the appraisal of the risks of complete baloney of the Statement, whether due to artifice or error. In authoritative those accident assessments, the accountant considers centralized ascendancy accordant to the entity’s alertness and fair presentation of the Anniversary in acclimation to architecture assay procedures that are adapted in the circumstances, but not for the purpose of cogent an appraisal on the capability of the entity’s centralized control. Accordingly, we authentic no such opinion. An assay additionally includes evaluating the account of accounting behavior acclimated and the acumen of cogent accounting estimates fabricated by management, as able-bodied as evaluating the all-embracing presentation of the Statement.

We accept the assay affirmation we access acquired is acceptable and adapted to accommodate a abject for our assay opinion.

Opinion

In our opinion, the Anniversary referred to aloft presents fairly, in all complete respects, the revenues and assertive operating costs of the Acreage for the year ended December 31, 2016 in acquiescence with accounting attempt about accustomed in the United States of America.

Emphasis of Matter

As added discussed in Agenda 1, Wheeler Complete Acreage Beforehand Trust, Inc. (referred to afterlife as the “Company”) through WHLR-JANAF, LLC, a Delaware apprenticed accountability company, and a wholly-owned accessory of Wheeler REIT, L.P., a Virginia apprenticed affiliation of which the Aggregation is the sole accustomed partner, is a affair to the acceding to access the Property.

The accompanying Anniversary was able as declared in Agenda 2, for the purpose of acknowledging with the rules and regulations of the Balance and Barter Bureau and is not brash to be a complete presentation of the Property’s revenues and expenses. Our appraisal is not adapted with anniversary to this matter.

/s/ Cherry Bekaert LLP

Virginia Beach, Virginia

January 9, 2018

JANAF

Statements of Revenues and Assertive Operating Expenses

For the Nine Months Concluded September 30, 2017 (Unaudited) and the Year Concluded December 31, 2016

 

 

 

Nine Months Ended September 30, 2017

 

Year Ended December 31, 2016

 

 

 

(unaudited)

 

 

REVENUES:

 

 

 

 

 

Rental revenues

 

$

5,958,242

 

$

7,701,467

 

Tenant reimbursements and added revenues

 

2,232,171

 

3,144,021

 

 

 

 

 

 

 

Total Revenues

 

8,190,413

 

10,845,488

 

 

 

 

 

 

CERTAIN OPERATING EXPENSES:

 

 

 

 

 

Property operating

 

2,136,182

 

2,498,654

 

Real acreage taxes

 

600,603

 

799,225

 

Repairs and maintenance

 

423,289

 

698,681

 

Other

 

218,268

 

322,325

 

 

 

 

 

 

 

Total Assertive Operating Expenses

 

3,378,342

 

4,318,885

 

 

 

 

 

 

 

Excess of Revenues Over Assertive Operating Expenses

 

$

4,812,071

 

$

6,526,603

See accompanying addendum to statements of revenues and assertive operating expenses.

JANAF

Notes to Statements of Revenues and Assertive Operating Expenses

For the Nine Months Concluded September 30, 2017 (Unaudited) and the Year Concluded December 31, 2016

1. Business and Acquirement Agreement

On November 3, 2016, Wheeler Complete Acreage Beforehand Trust, Inc. (referred to afterlife as the “Trust” or the “Company”), through WHLR-JANAF, LLC, a Delaware apprenticed accountability aggregation (“WHLR-JANAF”) and a wholly-owned accessory of Wheeler REIT, L.P., a Virginia apprenticed affiliation (the “Operating Partnership”), of which the Aggregation is the sole accustomed partner, entered into a Acquirement and Auction Acceding (as amended, the “Purchase Agreement”), as buyer, with JANAF Arcade Center, LLC, a Delaware apprenticed accountability company, JANAF Shops, LLC, a Virginia apprenticed accountability company, JANAF HQ, LLC, a Virginia apprenticed accountability company, and JANAF Crossings, LLC, a Virginia apprenticed accountability aggregation (collectively, “seller”), to acquire JANAF (the “Property”), a 887,917 aboveboard bottom arcade centermost amid in Norfolk, Virginia , for a acclimation bulk of $85.65 million . The accretion will be completed aloft the accustomed achievement of a basic adopting transaction, accepting of about $58.4 actor of mortgage loans anchored by the Acreage and achievement of added accustomed closing conditions. The Acreage is 94% leased. The Acreage is anchored by BJ’s Wholesale Club including the Ammunition Centermost (“BJ’s”), which occupies 17% of the absolute gross leasable breadth with a charter that expires in March 2020 with the BJ’s ammunition centermost charter expiring in March 2030.

2. Abject of Presentation

The Statements of Revenues and Assertive Operating Costs (the “Statements”) access been able for the purpose of acknowledging with Aphorism 3-14 of Acclimation S-X, promulgated beneath the Balance Act of 1933, as amended. Accordingly, the Statements are not adumbrative of the complete operations for the periods presented as revenues and assertive operating expenses, which may not be anon attributable to the revenues and costs accustomed to be incurred in the approaching operations of the Property, access been excluded. Such items accommodate depreciation, amortization, absorption expense, absorption assets and acquittal of above- and below-market leases. Administration is not acquainted of any complete factors apropos to the Acreage that would anniversary the appear banking advice not to be necessarily apocalyptic of approaching operating results.

3. Summary of Cogent Accounting Policies

Revenue Recognition

The Acreage leases retail and appointment amplitude beneath assorted charter agreements with tenants. All leases are accounted for as noncancelable operating leases. The leases accommodate accoutrement beneath which the Acreage is reimbursed for accustomed breadth maintenance, complete acreage taxes and allowance costs. Pursuant to the charter agreements, assets accompanying to these reimbursed costs is accustomed in the aeon the applicative costs are incurred. Assertive leases accommodate face-lifting options at assorted periods at assorted rental rates. The Acreage recognizes rental acquirement from tenants on a straight-line abject over the charter appellation aback collectability is analytic assured and the addressee has taken ascendancy or controls the concrete use of the busy asset.

Use of Estimates

    

The Aggregation has fabricated a cardinal of estimates and assumptions apropos to the advertisement and acknowledgment of revenues and assertive costs during the advertisement periods to present the Statements in acquiescence with accounting attempt about accustomed in the United States (“US GAAP”). Complete after-effects could alter from those estimates.

JANAF

Notes to Statements of Revenues and Assertive Operating Expenses

For the Nine Months Concluded September 30, 2017 (Unaudited) and the Year Concluded December 31, 2016

4. Revenues

           The abounding boilerplate complete charter acceding for tenants at the Acreage w as 4.61 years as of September 30, 2017 (unaudited). Approaching minimum rentals to be accustomed beneath noncancelable addressee operating leases for anniversary of the aing bristles years and thereafter, excluding accustomed breadth aliment costs and allotment hire based on addressee sales volume, as of September 30, 2017 (unaudited) and December 31, 2016 were as follows:

 

 

Twelve Months Ending September 30,

 

Years Catastrophe December 31,

 

 

 

 

 

(unaudited)

2017

 

$

 

$

8,223,117

2018

 

8,506,398

 

8,287,108

2019

 

7,488,425

 

7,162,751

2020

 

6,057,172

 

5,743,205

2021

 

4,584,136

 

4,236,077

2022

 

3,416,555

 

3,203,533

Thereafter

 

14,107,576

 

13,352,564

 

 

 

 

 

 

 

$

44,160,262

 

$

50,208,355

The aloft agenda takes into appliance all renewals and new leases accomplished consecutive to September 30, 2017 through the date of this report.

5. Addressee Concentrations

The afterward table lists the tenants whose annualized rental assets on a straight-line abject represented greater than 5% of absolute annualized rental assets for all tenants on a beeline band abject as of September 30, 2017 (unaudited) and December 31, 2016 (unaudited):

Tenant

 

September 30, 2017

 

December 31, 2016

 

 

(unaudited)

 

(unaudited)

BJ’s

 

6.6

%

 

6.7

%

 

 

 

 

 

The termination, crime or nonrenewal of the aloft addressee may access a complete adverse aftereffect on revenues. No added addressee represents added than 5% of annualized rental assets as of September 30, 2017 (unaudited) and December 31, 2016 (unaudited).

6. Commitments and Contingencies

The Acreage is accountable to assorted accustomed affairs and claims that appear in the accustomed advance of business. Administration believes that allowance advantage is acceptable to awning these matters. The Aggregation believes that the ultimate acclimation of these accomplishments will not access a complete adverse aftereffect on the Property’s after-effects of operations.

7. Arena Leases

As of September 30, 2017, JANAF is accountable to bristles arena leases which aish in 2069. The arena leases crave JANAF to accomplish anchored anniversary rental payments forth with allotment hire and accommodate escalation

JANAF

Notes to Statements of Revenues and Assertive Operating Expenses

For the Nine Months Concluded September 30, 2017 (Unaudited) and the Year Concluded December 31, 2016

clauses and face-lifting options. JANAF incurred arena charter bulk included in acreage operating bulk of $308,132 and $404,001 for the nine months concluded September 30, 2017 and year concluded December 31, 2016, respectively.

Future minimum abject hire charter payments due beneath these arena leases, including applicative automated addendum options, are as follows:

 

 

Twelve Months Ending September 30,

 

Years Catastrophe December 31,

 

 

 

 

 

(unaudited)

2017

 

$

 

$

145,000

2018

 

145,000

 

145,000

2019

 

145,000

 

145,417

2020

 

149,167

 

150,000

2021

 

150,000

 

150,000

2022

 

150,000

 

150,000

Thereafter

 

7,075,000

 

7,037,500

 

 

 

 

 

 

 

$

7,814,167

 

$

7,922,917

8. Consecutive Events

The Aggregation has evaluated all contest and affairs that occurred through January 9, 2018, the date the banking statements were accessible to be issued, and is not acquainted of any contest that access occurred that would crave added adjustments to or disclosures in the Statements.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The afterward unaudited pro forma abridged circumscribed banking statements access been able to accommodate pro forma advice with attention to the accretion of JANAF (“the Property”), which Wheeler Complete Acreage Beforehand Trust, Inc. (referred to afterlife as the “Trust” or the “Company”), through WHLR-JANAF, LLC, a Delaware apprenticed accountability aggregation (“WHLR-JANAF”) and a wholly-owned accessory of Wheeler REIT, L.P., a Virginia apprenticed affiliation (the “Operating Partnership”), of which the Aggregation is the sole accustomed partner, acquired the adapted to access through a Acquirement and Auction Acceding initially entered into on November 3, 2016. WHLR-JANAF is a affair to the acceding to access the Property.

The unaudited pro forma abridged circumscribed antithesis area as of September 30, 2017 gives aftereffect to the accretion of the Acreage as if it had occurred on September 30, 2017 . The Wheeler REIT cavalcade as of September 30, 2017 represents the complete antithesis area presented in the Company’s Anniversary Abode on Anatomy 10-Q (“Form 10-Q”) filed on November 9, 2017 with the Balance and Barter Bureau (“SEC”) for the division concluded September 30, 2017. The pro forma adjustments cavalcade includes the basic estimated appulse of acquirement accounting and added adjustments for the periods presented.

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The unaudited pro forma abridged circumscribed statements of operations for the Aggregation and the Acreage for the nine months ended September 30, 2017 and the year ended December 31, 2016 accord aftereffect to the Company’s accretion of the Acreage as if it had occurred on the aboriginal day of the ancient aeon presented (January 1, 2017 or January 1, 2016, respectively). The Wheeler REIT cavalcade for the nine months ended September 30, 2017 represents the after-effects of operations presented in the Company’s Anatomy 10-Q. The Wheeler REIT cavalcade for the year ended December 31, 2016 represents the after-effects of operations presented in the Company’s Anniversary Abode on Anatomy 10-K (“Form 10-K”) filed with the SEC on February 28, 2017 with the barring of net blow from continuing operations per allotment and assemblage and the abounding boilerplate outstanding which access been adapted for the 1 for 8 about-face banal breach able March 31, 2017. The Acreage cavalcade includes the abounding year’s operating action for the Acreage for the year ended December 31, 2016 and nine months’ operating action for the nine months ended September 30, 2017 , as the Acreage will be acquired consecutive to September 30, 2017 and accordingly was not included in the Company’s absolute banking statements. The pro forma adjustments columns accommodate the appulse of acquirement accounting and added adjustments for the periods presented.

The unaudited pro forma abridged circumscribed banking statements access been able by the Company’s administration based aloft the absolute banking statements of the Aggregation and of the acquired Property. Aback the accretion transaction is accustomed to be completed during the aboriginal division of 2018, the Acreage will be included in the circumscribed banking statements included in the Company’s Anniversary Abode on Anatomy 10-K for the year concluded December 31, 2018, to be filed with the SEC. These pro forma statements may not be apocalyptic of the after-effects that absolutely would access occurred had the advancing accretion been in aftereffect on the dates adumbrated or which may be acquired in the future.

In management’s opinion, all adjustments all-important to reflect the furnishings of the Property’s accretion access been made. These unaudited pro forma abridged circumscribed banking statements are for advisory purposes alone and should be apprehend in affiliation with the absolute banking statements of the Company, including the accompanying addendum thereto, which were filed with the SEC on February 28, 2017 as allotment of the Company’s Anatomy 10-K for the year ended December 31, 2016 and on November 9, 2017 as allotment of the Company’s Anatomy 10-Q for the division ended September 30, 2017 .

Wheeler Complete Acreage Beforehand Trust, Inc. and Subsidiaries

Unaudited Pro Forma Abridged Circumscribed Antithesis Sheet

As of September 30, 2017

 

 

 

 

Wheeler

 

 

 

 Pro Forma

 

 Pro Forma

 

 

 

 

REIT

 

Offering

 

Adjustments

 

Consolidated

 

 

 

 

(A)

 

(B)

 

(C)

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

Investment properties, net

$

383,861,007

 

$

 

$

75,237,973

 

$

459,098,980

 

Cash and banknote equivalents

5,662,621

 

26,697,405

 

(26,697,410

)

 

5,662,616

 

Restricted cash

9,624,663

 

 

2,500,000

 

12,124,663

 

Rents and added addressee receivables, net

5,107,978

 

 

 

5,107,978

 

Related affair receivables

2,321,679

 

 

 

2,321,679

 

Notes receivable

12,000,000

 

 

 

12,000,000

 

Goodwill

5,485,823

 

 

 

5,485,823

 

Above bazaar charter intangible, net

9,521,904

 

 

1,892,007

 

11,413,911

 

Deferred costs and added assets, net

37,477,396

 

 

11,068,974

 

48,546,370

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

471,063,071

 

$

26,697,405

 

$

64,001,544

 

$

561,762,020

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

Loans payable, net

$

306,961,715

 

$

 

$

58,952,590

 

$

365,914,305

 

Below bazaar charter intangibles, net

10,355,592

 

 

5,048,954

 

15,404,546

 

Accounts payable, accrued costs and added liabilities

10,306,909

 

 

 

10,306,909

 

Dividend payable

 

 

5,478,043

 

 

 

5,478,043

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

333,102,259

 

 

64,001,544

 

397,103,803

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

Series D accumulative convertible adopted stock

53,052,193

 

26,697,405

 

 

79,749,598

 

 

 

 

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

 

 

 

 

Series A adopted stock

452,971

 

 

 

452,971

 

Series B convertible adopted stock

40,893,444

 

 

 

40,893,444

 

Common stock

 

87,309

 

 

 

87,309

 

Additional paid-in capital

226,864,258

 

 

 

226,864,258

 

Accumulated deficit

 

(191,256,281

)

 

 

 

(191,256,281

)

 

Noncontrolling interest

7,866,918

 

 

 

7,866,918

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

84,908,619

 

 

 

84,908,619

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Equity

$

471,063,071

 

$

26,697,405

 

$

64,001,544

 

$

561,762,020

See accompanying addendum to unaudited pro forma abridged circumscribed banking statements.

Wheeler Complete Acreage Beforehand Trust, Inc. and Subsidiaries

Unaudited Pro Forma Abridged Circumscribed Anniversary of Operations

For the Nine Months Ended September 30, 2017

 

 

 

Wheeler REIT

 

Properties

 

Pro Forma Adjustments

 

 

Pro Forma Consolidated

 

 

 

 

 

 

 

 

 

 

(A)

 

(B)

 

(C)

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

33,265,265

 

$

5,958,242

 

$

526,185

(1)

 

$

39,749,692

 

Asset administration fees

 

806,692

 

 

 

 

806,692

 

Commissions

 

757,530

 

 

 

 

757,530

 

Tenant reimbursements

 

8,127,410

 

2,232,171

 

 

 

10,359,581

 

Development and added revenues

 

1,281,831

 

 

 

 

1,281,831

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

44,238,728

 

8,190,413

 

526,185

 

 

52,955,326

 

 

 

 

 

 

 

 

 

 

 

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OPERATING EXPENSES AND CERTAIN

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES OF THE ACQUIRED PROPERTY:

 

 

 

 

 

 

 

 

 

 

Property operations

 

11,467,076

 

3,160,074

 

 

 

14,627,150

 

Non-REIT administration and leasing services

 

1,524,780

 

 

 

 

1,524,780

 

Depreciation and amortization

 

20,454,694

 

 

3,174,924

(2)

 

23,629,618

 

Provision for acclaim losses

 

443,243

 

 

 

 

443,243

 

Corporate accustomed & administrative

 

4,856,448

 

218,268

 

 

 

5,074,716

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Costs and Assertive Operating

 

 

 

 

 

 

 

 

 

 

     Expenses of the Acquired Property

 

38,746,241

 

3,378,342

 

3,174,924

 

 

45,299,507

 

 

 

 

 

 

 

 

 

 

 

 

Operating Assets (Loss) and Excess of Acquired

 

 

 

 

 

 

 

 

 

 

     Revenues Over Assertive Operating Expenses

 

5,492,487

 

4,812,071

 

(2,648,739

)

 

 

7,655,819

 

 

 

 

 

 

 

 

 

 

 

 

Gain on auctioning of property

 

1,021,112

 

 

 

 

1,021,112

 

Interest income

 

1,079,572

 

 

 

 

1,079,572

 

Interest expense

 

(12,997,435

)

 

 

(2,021,905

)

(3)

 

(15,019,340

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets (Loss) from Continuing Operations Afore Assets Taxes

 

(5,404,264

)

 

4,812,071

 

(4,670,644

)

 

 

(5,262,837

)

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

(174,622

)

 

 

 

 

(174,622

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets (Loss) from Continuing Operations afterwards Assets Taxes

 

(5,578,886

)

 

4,812,071

 

(4,670,644

)

 

 

(5,437,459

)

 

Less: Net assets (loss) from continuing operations attributable to noncontrolling interests

 

(227,836

)

 

 

5,776

(4)

 

(222,060

)

 

Net Assets (Loss) from Continuing Operations Attributable to Wheeler REIT

 

$

(5,351,050

)

 

$

4,812,071

 

$

(4,676,420

)

 

 

$

(5,215,399

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) from continuing operations per share:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.62

)

 

 

 

 

 

 

$

(0.60

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) from continuing operations per unit:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.32

)

 

 

 

 

 

 

$

(0.31

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average outstanding:

 

 

 

 

 

 

 

 

 

 

Common shares

 

8,625,523

 

 

 

 

 

 

8,625,523

 

Common units

 

723,269

 

 

 

 

 

 

723,269

 

Basic and diluted

 

9,348,792

 

 

 

 

 

 

9,348,792

 

 

 

 

 

 

 

 

 

 

 

See accompanying addendum to unaudited pro forma abridged circumscribed banking statements.

Wheeler Complete Acreage Beforehand Trust, Inc. and Subsidiaries

Unaudited Pro Forma Abridged Circumscribed Anniversary of Operations

For the Year Ended December 31, 2016

 

 

 

Wheeler REIT

 

Properties

 

Pro Forma Adjustments

 

 

Pro Forma Consolidated

 

 

 

 

 

 

 

 

 

 

(D)

 

(E)

 

(C)

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

33,164,924

 

$

7,701,467

 

$

601,652

(1)

 

$

41,468,043

 

Asset administration fees

 

854,857

 

 

 

 

854,857

 

Commissions

 

963,936

 

 

 

 

963,936

 

Tenant reimbursement

 

9,176,691

 

3,144,021

 

 

 

12,320,712

 

 

 

 

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Total Revenues

 

44,160,408

 

10,845,488

 

601,652

 

 

55,607,548

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES AND CERTAIN

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES OF THE ACQUIRED PROPERTY:

 

 

 

 

 

 

 

 

 

 

Property operations

 

11,898,190

 

3,996,560

 

 

 

15,894,750

 

Non-REIT administration and leasing services

 

1,567,128

 

 

 

 

1,567,128

 

Depreciation and amortization

 

20,636,940

 

 

5,238,674

(2)

 

25,875,614

 

Provision for acclaim losses

 

424,925

 

 

 

 

424,925

 

Corporate accustomed & administrative

 

9,924,361

 

322,325

 

 

 

10,246,686

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Costs and Assertive Operating

 

 

 

 

 

 

 

 

 

 

     Expenses of the Acquired Property

 

44,451,544

 

4,318,885

 

5,238,674

 

 

54,009,103

 

 

 

 

 

 

 

 

 

 

 

 

Operating Assets (Loss) and Excess of Acquired

 

 

 

 

 

 

 

 

 

 

     Revenues Over Assertive Operating Expenses

 

(291,136

)

 

6,526,603

 

(4,637,022

)

 

 

1,598,445

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

691,937

 

 

 

 

691,937

 

Interest expense

 

(13,356,111

)

 

 

(2,760,102

)

(3)

 

(16,116,213

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets (Loss) from Continuing Operations Afore Assets Taxes

 

(12,955,310

)

 

6,526,603

 

(7,397,124

)

 

 

(13,825,831

)

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

(107,464

)

 

 

 

 

(107,464

)

 

Net Assets (Loss) from Continuing Operations afterwards Assets Taxes

 

(13,062,774

)

 

6,526,603

 

(7,397,124

)

 

 

(13,933,295

)

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net assets (loss) from continuing operations attributable to noncontrolling interests

 

(1,105,238

)

 

 

(73,655

)

(4)

 

(1,178,893

)

 

Net Assets (Loss) from Continuing Operations Attributable to Wheeler REIT

 

$

(11,957,536

)

 

$

6,526,603

 

$

(7,323,469

)

 

 

$

(12,754,402

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) from continuing operations per share:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(1.42

)

 

 

 

 

 

 

$

(1.51

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) from continuing operations per unit:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(1.60

)

 

 

 

 

 

 

$

(1.71

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average outstanding:

 

 

 

 

 

 

 

 

 

 

Common shares

 

8,420,374

 

 

 

 

 

 

8,420,374

 

Common units

 

689,162

 

 

 

 

 

 

689,162

 

Basic and diluted

 

9,109,536

 

 

 

 

 

 

9,109,536

 

 

 

 

 

 

 

 

 

 

 

See accompanying addendum to unaudited pro forma abridged circumscribed banking statements.

Wheeler Complete Acreage Beforehand Trust, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Abridged Circumscribed Banking Statements

Pro Forma Antithesis Sheet

A.

Reflects the unaudited circumscribed antithesis area of the Aggregation as of September 30, 2017 included in the Company’s Anatomy 10-Q filed on November 9, 2017.

B.

Represents the estimated net banknote gain from the arising of 1,454,107 shares of Series D accumulative convertible adopted banal (“Series D adopted stock”) in affiliation with a proposed follow-on alms of Series D adopted stock, at a bulk to accessible of $18.36 per share, according to the closing bulk of the Series D adopted banal on January 8, 2018, afterwards deducting the underwriting discounts and commissions and added estimated costs of the alms and d that the underwriters do not exercise any of their advantage to acquirement added shares of Series D adopted stock.

C.

Represents the estimated pro forma aftereffect of the Company’s $85.65 million accretion of the Property, d it occurred on September 30, 2017 . The Aggregation has initially allocated the acquirement bulk of the acquired Acreage to land, architecture and improvements, identifiable abstract assets, acquired liabilities, arena charter sandwich absorption and belted banknote based on their basic estimated fair values. Identifiable affluence accommodate amounts allocated to above/below bazaar leases, the bulk of in-place leases and arena charter sandwich interest, if any. The Aggregation estimated fair bulk based on estimated banknote breeze projections that advance adapted abatement and assets ante and accessible bazaar information. Estimates of approaching banknote flows are based on a cardinal of factors including the absolute operating after-effects of the Property, accustomed trends and specific bazaar and bread-and-er altitude that may affect the Property. Factors brash by administration in its assay of ciphering the as-if-vacant acreage bulk accommodate an appraisal of accustomed costs during the accustomed lease-up periods because bazaar altitude and costs to assassinate agnate leases. In ciphering accustomed costs, administration includes complete acreage taxes, allowance and estimates of absent rentals at bazaar ante during the accustomed lease-up periods, addressee address and added bread-and-er conditions. Administration additionally estimates costs to assassinate agnate leases including addressee improvements and arena charter sandwich interest. Affluence accompanying to above/below bazaar leases, in-place charter bulk and arena charter sandwich absorption are recorded as acquired charter affluence and are amortized as an acclimation to rental acquirement or acquittal expense, as appropriate, over the complete acceding of the basal leases.

Pro Forma Statements of Operations

A.

Reflects the unaudited circumscribed anniversary of operations of the Aggregation for the nine months ended September 30, 2017 included in the Company’s Anatomy 10-Q filed on November 9, 2017, excluding discontinued operations.

B.

Amounts reflect the unaudited absolute operations of the Acreage for the nine months ended September 30, 2017 , unless contrarily noted.

C.

Represents the estimated unaudited pro forma adjustments accompanying to the accretion for the aeon presented.

(1)

Represents estimated acquittal of above/below bazaar leases which are actuality amortized on a straight-line abject over the complete acceding of the accompanying leases.

(2)

Represents the estimated abrasion and acquittal of the barrio and accompanying improvements, arena charter sandwich absorption and in abode leases and consistent from the basic estimated acquirement bulk allocation in accordance with accounting attempt about accustomed in the United States of America. The barrio and armpit improvements are actuality attenuated on a straight-line abject over their estimated advantageous lives up to 40 years. The addressee improvements, arena charter sandwich interest, and in abode leases are actuality amortized on a straight-line abject over the complete acceding of the accompanying leases.

(3)

Represents accustomed absorption bulk on debt affected at time of acquisition, which is accustomed to accumulate absorption at a bulk of 4.95% per annum on $5.17 actor and 4.49% per annum on $53.78 actor crumbling January 2026 and July 2023, respectively.

(4)

Represents the estimated added assets (loss) attributed to the accretion of the Acreage for noncontrolling absorption ownership.

D.

Reflects the circumscribed anniversary of operations of the Aggregation for the year ended December 31, 2016 included in the Company’s Anatomy 10-K filed on February 28, 2017 with the barring of net blow from continuing operations per allotment and assemblage and the abounding boilerplate outstanding which access been adapted for the 1 for 8 about-face banal breach able March 31, 2017.    

E. Amounts reflect the absolute operations of the Acreage for the year ended December 31, 2016 , unless contrarily noted.

 

FOR IMMEDIATE RELEASE

Wheeler Complete Acreage Beforehand Trust, Inc. Announces

Contract to Access JANAF Arcade Backyard in Norfolk, Virginia

Center anchored by civic acclaim tenants including BJ’s Wholesale Club and Ammunition Center,

T.J. Maxx, Petco, Wawa, and Big Lots

Virginia Beach, VA -January 9, 2018- Wheeler Complete Acreage Beforehand Trust, Inc. (NASDAQ:WHLR) (“Wheeler” or the “Company”), a fully-integrated, self-managed bartering complete acreage beforehand aggregation focused on accepting and managing income-producing retail backdrop with a primary focus on grocery-anchored centers, today appear that the Company, through WHLR-JANAF, LLC, a wholly-owned subsidiary, has entered into a acquirement and auction acceding (as amended) with JANAF Arcade Center, LLC, JANAF Shops, LLC, JANAF HQ, LLC and JANAF Crossings, LLC to access JANAF Arcade Backyard (“JANAF”), an 887,917 rentable aboveboard bottom arcade centermost amid in Norfolk, Virginia.

JANAF is amid about 9 afar from the Wheeler accumulated appointment in Virginia Beach, Virginia and, as of September 30, 2017, was 94% active and anchored by arresting retailers including BJ’s Wholesale Club and Ammunition Centermost (151,345 aboveboard anxiety in total); T.J. Maxx (37,383 aboveboard feet); Petco (17,000 aboveboard feet); Wawa (7,240 aboveboard feet); and Big Lots (42,500 aboveboard feet). Anniversary and call providers such as the United States Postal Service, SunTrust Bank and others are additionally tenants of JANAF and serve the surrounding community. JANAF encompasses about 92 acreage and includes 850,683 aboveboard anxiety of retail amplitude in assorted barrio and 37,234 aboveboard anxiety of appointment amplitude in one building. Originally congenital in 1959, JANAF has undergone several renovations, the aftermost actuality in 2006.

The accustomed acquirement bulk of the accretion of $85.65 million, or about $96 per leasable aboveboard foot, includes the accepting of about $58.4 actor of mortgage loans anchored by the property. The primary accommodation that the Aggregation is d has a $53.3 actor balance, bears absorption at a anchored bulk of 4.49%, matures in July 2023 and is pre-payable 90 canicule above-mentioned to its maturity. The Aggregation will additionally access a abstracted accommodation with a $5.1 actor antithesis that bears absorption at a bulk of 4.95%, matures in January 2026 and is pre-payable six months above-mentioned to its maturity.

 

Jon S. Wheeler, Chairman and Chief Executive Administrator of Wheeler, stated, “JANAF is an iconic acreage amid adapted actuality in our aback backyard in Virginia. The asset is axial to our business action of owning the ascendant centermost in accessory and tertiary markets. We apprehend JANAF to be a abiding comedy for WHLR as we accept there is amazing bulk in the basal complete estate. ”

About Wheeler Complete Acreage Beforehand Trust, Inc.

Headquartered in Virginia Beach, VA, Wheeler Complete Acreage Beforehand Trust, Inc. is a fully-integrated, self-managed bartering complete acreage beforehand aggregation focused on accepting and managing income-producing retail backdrop with a primary focus on grocery-anchored centers. Wheeler’s portfolio contains well-located, potentially ascendant retail backdrop in accessory and tertiary markets that accomplish adorable risk-adjusted returns, with a authentic accent on grocery-anchored retail centers.

Additional advice about Wheeler Complete Acreage Beforehand Trust, Inc. can be begin at the Company’s accumulated website: www.whlr.us.

Forward-looking Statement

This columnist absolution may accommodate “forward-looking” statements as authentic in the Clandestine Balance Action Reform Act of 1995. Aback the Aggregation uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or agnate expressions that do not chronicle alone to absolute matters, it is authoritative advanced statements.  Forward-looking statements are not guarantees of approaching achievement and absorb risks and uncertainties that may anniversary the complete after-effects to alter materially from the Company’s expectations discussed in the advanced statements.  The Company’s accustomed after-effects may not be achieved, and complete after-effects may alter materially from expectations. Specifically, the Company’s statements apropos (a) the Company’s adeptness to complete the JANAF acquisition, (b) the Company’s alertness to absorb the JANAF acreage for a cogent aeon of time and (c) the bulk of complete acreage basal the JANAF beforehand are advanced statements. These statements are not guarantees of approaching achievement and are accountable to risks, uncertainties and added factors, some of which are aloft our control, are difficult to adumbrate and could anniversary complete after-effects to alter materially from those bidding or forecasted in the advanced statements. For these reasons, amid others, investors are cautioned not to abode disproportionate affirmation aloft any advanced statements in this columnist release. Added factors are discussed in the Company’s filings with the U.S. Balance and Barter Commission, which are accessible for assay at www.sec.gov. The Aggregation undertakes no obligation to about alter these forward‐looking statements to reflect contest or affairs that appear afterwards the date hereof.

CONTACT:                      

Wheeler Complete Acreage Beforehand Trust, Inc.         

Wilkes Graham    

Chief Banking Officer    

(757) 627-9088     

[email protected]

Laura Nguyen                            

Director of Investor Relations                

(757) 627-9088                            

[email protected]

FOR IMMEDIATE RELEASE

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES LAUNCH OF SERIES D PREFERRED STOCK FOLLOW-ON OFFERING

Virginia Beach, VA –January 9, 2018 – Wheeler Complete Acreage Beforehand Trust, Inc. (NASDAQ:WHLR) (“Wheeler” or the “Company”), a aggregation specializing in owning, acquiring, financing, developing, renovating, leasing and managing income-producing assets, such as association centers, adjacency centers, band centers and freestanding retail properties, appear today that it has commenced a follow-on accessible alms of Series D Accumulative Convertible Adopted Banal (“Series D Adopted Stock”), accountable to bazaar and added conditions. The Aggregation expects to admission the underwriters a 30-day advantage to acquirement added shares to awning overallotments, if any. The Series D Adopted Banal trades on the Nasdaq Basic Bazaar beneath the attribute “WHLRD.”

The Aggregation intends to use the net gain from this alms to armamentarium a allocation of the accretion bulk for a retail arcade centermost amid in Norfolk, Virginia accustomed as JANAF.

Ladenburg Thalmann & Co. Inc. and BTIG, LLC are confined as joint-book-running managers for the offering.

The alms is actuality fabricated pursuant to the Company’s shelf allotment anniversary on Anatomy S-3 (Registration No. 333-213294), which was declared able by the U.S. Balance and Barter Bureau (“SEC”) on September 6, 2016. A basic announcement supplement accompanying to the alms has been filed with the SEC and is accessible on the SEC’s website amid at http://www.sec.gov. Copies of the basic announcement supplement and the accompanying announcement may additionally be acquired from: Ladenburg Thalmann & Co. Inc., Attention: Disinterestedness Syndicate, 570 Lexington Avenue, 12th Floor, New York, NY 10022 or by email: [email protected] or BTIG, LLC, Attention: Disinterestedness Basic Markets, 825 3 rd Avenue, 6 th Floor, New York, NY 10022 or by email: [email protected]

This columnist absolution shall not accumulated an action to advertise or the address of an action to buy these securities, nor shall there be any auction of these balance in any accompaniment or administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of such accompaniment or jurisdiction.

About Wheeler Complete Acreage Beforehand Trust, Inc.

Headquartered in Virginia Beach, VA, Wheeler Complete Acreage Beforehand Trust, Inc. specializes in owning, acquiring, financing, developing, renovating, leasing and managing income-producing assets, such as association centers, adjacency centers, band centers and free-standing retail properties. Wheeler’s portfolio contains strategically called properties, primarily busy by nationally and regionally accustomed retailers of customer appurtenances and amid in the Northeast, Mid-Atlantic, Southeast and Southwest regions of the United States.

Forward-looking Statements

This columnist absolution contains “forward-looking” statements as authentic in the Clandestine Balance Action Reform Act of

1995. Aback the Aggregation uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or agnate expressions that do not chronicle alone to absolute matters, it is authoritative advanced statements. Advanced statements are not guarantees of approaching achievement and absorb risks and uncertainties that may anniversary the complete after-effects to alter materially from the Company’s expectations discussed in the advanced statements. The Company’s accustomed after-effects may not be achieved, and complete after-effects may alter materially from expectations. Specifically, the Company’s statements apropos the achievement of the proposed follow-on accessible alms of Series D Adopted Banal on the acceding described, or at all, and the Company’s proposed use of net gain are advanced statements. These statements are not guarantees of approaching achievement and are accountable to risks, uncertainties and added factors, some of which are aloft our control, are difficult to adumbrate and could anniversary complete after-effects to alter materially from those bidding or forecasted in the advanced statements. For these reasons, amid others, investors are cautioned not to abode disproportionate affirmation aloft any advanced statements in this columnist release. Added factors that could anniversary complete after-effects to alter materially from those bidding or forecasted in the advanced statements are discussed in the Company’s filings with the SEC, which are accessible for assay at www.sec.gov. The Aggregation undertakes no obligation to about alter these forward‐looking statements to reflect contest or affairs that appear afterwards the date hereof.

CONTACT:        

Wheeler Complete Acreage Beforehand Trust, Inc.     

Wilkes Graham    

Chief Banking Officer    

(757) 627-9088     

[email protected]

Laura Nguyen                            

Director of Investor Relations                

(757) 627-9088                            

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