Exhibit (b)(i)

March 24, 2025

Cedar Realty Trust Partnership, L.P.
Cedar Realty Trust, Inc.
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Boulevard
Virginia Beach, VA 23452

RE:        Bridge Loan

Ladies and Gentlemen:

This letter (this “Commitment Letter”) will confirm the understanding of the above addressees (collectively, “you”), KeyBank National Association (“KeyBank”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and in its capacity as a Lender with respect to its commitment for the Facility (the “Lender”), in connection with the Facility, as set forth in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”; and together with this Commitment Letter, the “Commitment”). All terms and conditions of the Term Sheet are incorporated herein by reference for purposes of originating and closing the Facility. Terms used but not otherwise defined herein shall have the meaning set forth in the Term Sheet.

KeyBank hereby provides its commitment of $10,000,000.00 with respect to the Facility (the “Commitment”), in each case upon the terms and conditions set forth herein with the amount of the Commitment being subject to the satisfaction of the “Guaranty Collateral Account Covenants” described in the Term Sheet. This Commitment is intended to be and constitutes a legally binding obligation to negotiate on the part of the Administrative Agent and the Lender (collectively, the “Commitment Parties”) and you and to use good faith efforts to close the Facility, subject in each case only to the satisfaction (or waiver by the Administrative Agent in its reasonable discretion) of each of the following conditions in Administrative Agent’s good faith determination (for the avoidance of doubt there shall be no conditions to closing and funding of the Facility other than those expressly set forth in clauses (a) through (d) below):

(a)       delivery of customary organizational and authority due diligence items such as the organizational documents of the Borrower and each Guarantor, votes, resolutions, legal opinions and searches, together with such other diligence as may be described in the Term Sheet;

(b)       the execution and delivery by OP Borrower, Cedar REIT Guarantor, and Wheeler REIT Guarantor (each of Cedar REIT Guarantor and Wheeler REIT Guarantor shall hereinafter be referred to as a “Guarantor” and collectively as the “Guarantors”) of definitive documentation relating to the Facility which shall be reasonably acceptable to the Administrative Agent and shall be customary and reasonable for financings similar to the Facility contemplated by this Commitment and the Term Sheet with similarly situated sponsors;

(c)       to the extent not previously paid, payment by the Borrower and Guarantors of all fees and expenses set forth in this Commitment Letter and under the Term Sheet to be paid upon execution of this Commitment Letter and on or prior to the Closing Date; and

(d)       The absence of any occurrence of a material adverse change in the business, financial condition, assets or results of operations of the OP Borrower or in the Guarantors.

The date upon which the Loan Documents are executed and delivered by the Administrative Agent, the Lenders, the OP Borrower and each Guarantor and upon which the Facility is funded is hereinafter referred to as the “Closing Date”.

joint or several, related to or arising out of any matters contemplated by this letter, except (a) to the extent that it shall be finally judicially determined that such losses, claims, damages or liabilities resulted from the gross negligence, bad faith, willful misconduct or breach of this Commitment Letter by any Indemnified Party or (b) for special, incidental, exemplary, consequential, punitive or similar damages unless actually imposed by a court of competent jurisdiction after the exhaustion of all applicable appeals and included in a third-party claim in connection with which such Indemnified Parties is entitled to indemnification hereunder.

The provisions of the immediately preceding two paragraphs shall remain in full force and effect regardless of whether the Closing Date occurs and notwithstanding the termination of this Commitment Letter or the commitments of the Commitment Parties.

The undertaking and commitment contained herein may not be disclosed to or relied upon by any other person or entity other than your officers, directors, members, partners, accountants, attorneys, investors, prospective investors, affiliates, agents, consultants and other advisors who are directly involved in the consideration of this matter and the Borrower may disclose this Commitment to its directors, officers and professional advisors in connection with the consideration of this matter, without the prior written consent of the Administrative Agent, except that following your acceptance hereof you may make public your disclosure hereof as required by law or court order, if requested to do so in connection with litigation or similar proceeding, or upon the advice of counsel that disclosure is required by law, including the rules and regulations of the U.S. Securities and Exchange Commission. Except with respect to the foregoing, any public disclosure of the terms and conditions of this proposal must be pre-approved by the Administrative Agent.

The Administrative Agent reserves the right to allocate, in whole or in part, to its affiliates certain fees payable to the Administrative Agent in such manner as the Administrative Agent determines in its sole discretion. You acknowledge and agree that the Administrative Agent may share with any of its affiliates (on a confidential basis) any information relating to the Facility, the Borrower or any Guarantor, and their subsidiaries and affiliates.

This letter shall be governed by the laws of the State of New York without regard to its principles of conflicts of laws. This letter may be modified or amended only in writing. This letter is not assignable by you without the prior written consent of the Administrative Agent. This Commitment Letter and Term Sheet supersede and replaces any and all proposals or term sheets previously delivered by the Administrative Agent to any of you relating to the Facility.

This agreement will expire at 5:00 p.m. Eastern Time on March 26, 2025, unless each of you executes and delivers an executed copy of this Commitment Letter to the Administrative Agent prior to that time together with the Debt Advisory Fee set forth in the Term Sheet due upon execution of the Commitment Letter. Thereafter, unless the Loan Documents are executed and delivered and the Facility is closed prior to that time, the above undertakings and commitment will expire at 5:00 p.m. Eastern Time on April 9, 2025 (the “Expiration Date”). The expiration date of this Commitment may only be extended by a written instrument executed by Administrative Agent and the Borrower and each Guarantor specifically providing for such extension. You acknowledge and agree that no course of dealing among Administrative Agent, any of you and your or their respective counsel (including investigations or the negotiation or exchange of draft or final executed Loan Documents) prior to or after such expiration date shall constitute an extension of such expiration date or otherwise form the basis of any claim against Administrative Agent.

This Commitment Letter may be signed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered (which delivery may include an electronic or “pdf” signature) shall be an original, but all of which shall together constitute one and the same instrument.

Signature pages follow.

Very truly yours,

[Signature Page to Commitment Letter]

Accepted and agreed to as of the date first written above:

BORROWER:

Cedar Realty Trust Partnership, L.P.

By: Its General Partner

Cedar Realty Trust, Inc.

CEDAR REIT GUARANTOR:

Cedar Realty Trust, Inc.

WHEELER REIT GUARANTOR

Wheeler Real Estate Investment Trust, Inc.

[Signature Page to Commitment Letter]

EXHIBIT A

TERM SHEET