Attached files

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8-K/A - 8-K/A - Wheeler Real Estate Investment Trust, Inc.d307608d8ka.htm
EX-99.3 - EX-99.3 - Wheeler Real Estate Investment Trust, Inc.d307608dex993.htm
EX-10.1 - EX-10.1 - Wheeler Real Estate Investment Trust, Inc.d307608dex101.htm
EX-99.4 - EX-99.4 - Wheeler Real Estate Investment Trust, Inc.d307608dex994.htm
EX-99.1 - EX-99.1 - Wheeler Real Estate Investment Trust, Inc.d307608dex991.htm
EX-99.6 - EX-99.6 - Wheeler Real Estate Investment Trust, Inc.d307608dex996.htm
EX-99.7 - EX-99.7 - Wheeler Real Estate Investment Trust, Inc.d307608dex997.htm
EX-99.8 - EX-99.8 - Wheeler Real Estate Investment Trust, Inc.d307608dex998.htm
EX-99.5 - EX-99.5 - Wheeler Real Estate Investment Trust, Inc.d307608dex995.htm

Exhibit 99.2

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Second Amendment”) is made effective as of December 29, 2015, by and between A-C DEVELOPMENT CLUB, LLC, a South Carolina limited liability company, A-C FINANCING, LLC, a South Carolina limited liability company, LITCHFIELD SHOPS FINANCING, LLC, a South Carolina limited liability company, LADSON CROSSING FINANCING, LLC, a South Carolina limited liability company, DEVINE CENTER FINANCING, LLC, a South Carolina limited liability company, and SHOPPES AT MYRTLE PARK, LLC, a South Carolina limited liability company, (collectively referred to herein as “Seller”) and WHLR-ACD ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Purchaser”).

RECITALS:

WHEREAS, Seller and Purchaser previously entered into that certain Purchase and Sale Agreement, dated November 30, 2015, as amended by that certain First Amendment to Purchase and Sale Agreement dated December 7, 2015 (as amended, the “Contract”) for the sale of the Property as defined in the Contract, located in South Carolina and Georgia;

WHEREAS, Purchaser and Seller desire to amend the Contract as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt of which is hereby acknowledged, Purchaser and Seller hereby undertake and agree as follows:

1. Defined Terms. Terms defined in the Contract shall have the same meanings in this Second Amendment unless specifically codified herein.

2. Inspection Period. The first sentence of Section 3 (A) of the Contract is deleted in its entirety and the following is substituted in its place:

“A. At all times during the period commencing on the Effective Date and terminating on January 8, 2016, at 12:01 PM E. S. T., (the “Review Period”), Purchaser, its agents, employees, representatives and contractors, at Purchaser’s sole cost and expense, shall have the rights:”

3. Closing. Section 9 (A) of the Contract is deleted in its entirety and the following is substituted in its place:

“9. A. Unless this Contract is terminated by Purchaser or Seller as herein provided, the closing hereunder (the “Closing”) shall be conducted in escrow by the Escrow Agent on or before February 8, 2016 (the “Closing Date”).”

4. Execution by Facsimile/Counterparts. Execution of this instrument may be evidenced by facsimile signature which shall be deemed an original for all purposes. To facilitate execution, this Second Amendment may be executed in as many counterparts as may be


required; and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement.

5. Contract Remains in Effect. Subject to the specific amendments and agreements set forth in this Second Amendment, the Contract shall remain in full force and effect without modification.

[SIGNATURES ON FOLLOWING PAGE]


IN WITNESS WHEREOF, Seller and Purchaser have caused this Second Amendment to be signed as of the date first above written.

 

SELLER:
A-C DEVELOPMENT CLUB, LLC
By: Greenbax Enterprises, Inc., its Managing Member
  By:  

/s/ David R. Schools

  Name:   David R. Schools
  Title:   President
A-C FINANCING, LLC
By: A-C Manager, its Manager
  By:  

/s/ William A. Edenfield, Jr.

  Name:   William A. Edenfield, Jr.
  Title:   Senior Vice President
LITCHFIELD SHOPS FINANCING, LLC
By: A-C Development Club, LLC, its Member
  By: Greenbax Enterprises, Inc., its Managing Member
    By:  

/s/ David R. Schools

    Name:   David R. Schools
    Title:   President


LADSON CROSSING FINANCING, LLC
By: A-C Development Club, LLC, its Member
  By: Greenbax Enterprises, Inc., its Managing Member
    By:  

/s/ David R. Schools

    Name:   David R. Schools
    Title:   President
DEVINE CENTER FINANCING, LLC
By: A-C Development Club, LLC, its Member
  By: Greenbax Enterprises, Inc., its Managing Member
    By:  

/s/ David R. Schools

    Name:   David R. Schools
    Title:   President
SHOPPES AT MYRTLE PARK, LLC
By: A-C Development Club, LLC, its Member
  By: Greenbax Enterprises, Inc., its Managing Member
    By:  

/s/ David R. Schools

    Name:   David R. Schools
    Title:   President


PURCHASER:

WHLR-ACD Acquisition Company, LLC,

a Delaware limited liability company

By:  

/s/ Jon. S. Wheeler

Jon S. Wheeler

Its Manager