Exhibit 10.11
PURCHASE AND SALE AGREEMENT
AMONG
SOUTH SQUARE ASSOCIATES, LLC; CLOVER PLAZA ASSOCIATES, LLC; WATERWAY PLAZA
ASSOCIATES, LLC; WESTLAND SQUARE ASSOCIATES, LLC; AND ST. GEORGE PLAZA
ASSOCIATES, LLC,
AS SELLER;
AND
WHEELER REIT, L.P.,
AS BUYER
DATE: DECEMBER 23, 2013
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 23rd day
of December, 2013 (the "Effective Date") by and among SOUTH SQUARE ASSOCIATES,
LLC; CLOVER PLAZA ASSOCIATES, LLC; WATERWAY PLAZA ASSOCIATES, LLC; WESTLAND
SQUARE ASSOCIATES, LLC; and ST. GEORGE PLAZA ASSOCIATES, LLC, each a Virginia
limited liability company (individually and collectively, the "Seller"), and
WHEELER REIT, L.P., a Virginia limited partnership (or its assignees pursuant to
Section 9.1) (the "Buyer").
ARTICLE 1
PURCHASE AND SALE
Section 1.1. Agreement of Purchase and Sale. Subject to the terms and conditions
hereinafter set forth, on the Closing Date (as defined in Section 4.1), the
Seller agrees to contribute, assign and convey to Buyer, and Buyer agrees to
acquire and accept from the Seller, all of the Seller's interests in the
following:
(a) any and all right, title and interest in and to the property described in
Exhibit A ("South Square"), Exhibit B ("Clover Plaza"), Exhibit C ("Waterway"),
Exhibit D ("Westland"), and Exhibit E ("St. George") attached hereto and
incorporated herein by this reference (with such property being individually and
collectively, the "Land"), together with all of the Seller's right, title and
interest in and to the buildings located thereon (individually and collectively,
the "Building") and any other improvements and fixtures (together with the
Building, the "Improvements") located thereon and all rights, privileges and
appurtenances pertaining thereto including all right, title and interest in and
to all rights-of-way and easements and strips and gores of land adjacent thereto
(herein collectively, the "Real Property");
(b) any and all right, title and interest in and to all tangible personal
property and equipment located on the Real Property (the "Personal Property");
(c) any and all right, title and interest in and to the following:
(i) any and all leases, licenses and occupancy agreements in which Seller is the
landlord or licensor (as the same may have been amended, restated, supplemented,
altered or otherwise modified from time to time), covering all or any portion of
the Real Property and any lease guarantees (the "Leases") all of which Leases
are listed and described on Schedules 1, 2, 3, 4 and 5 attached hereto, as
supplemented as set forth below, in each case to the extent they are in effect
on the Closing Date (as defined in Section 4.1). Any Leases entered into after
the Effective Date in accordance with Section 5.2(b) hereof shall be deemed for
purposes of this Agreement to constitute Leases, and the defined term Leases as
used herein shall be deemed to have been revised to include and incorporate any
such Leases;
(ii) all accounts (and funds therein) arising in connection with the Land (or
any portion thereof) and the rents and other sums due under such