Exhibit 10.1

FORM OF

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of March 17, 2015, by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “ Company ”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “ Purchaser ”). The Purchaser and all other purchasers entering into Securities Purchase Agreements in the same form as this Agreement concurrently herewith are collectively referred to herein as the “ Purchasers .”

RECITALS

A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the Securities Act. Each other Purchaser and the Company shall enter into a Securities Purchase Agreement in substantially the same form (collectively, the “ Other Purchase Agreements ”).

B. The Purchaser desires to purchase, and the Company desires to sell, upon the terms and subject to the conditions stated in this Agreement, (i) that aggregate number of shares of the Company’s Series C Mandatorily Convertible Cumulative Perpetual Preferred Stock, $1,000.00 liquidation preference per share (the “ Series C Preferred Shares ”), set forth below the Purchaser’s name on the signature page of this Agreement. When purchased, the Series C Preferred Shares will have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth in the Articles Supplementary in the form attached as Exhibit A hereto (the “ Articles Supplementary ”) made a part of the Charter by the filing of the Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “ Maryland SDAT ”). The Series C Preferred Shares will convert into shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), subject to and in accordance with the terms and conditions of the Articles Supplementary.

C. The Purchasers are purchasing, in the aggregate, up to 90,000 Series C Preferred Shares pursuant to this Agreement and the Other Purchase Agreements.

D. The conversion of the Series C Preferred Shares into shares of Common Stock is referred to herein as the “ Stock Conversion .”

E. Contemporaneously with the execution and delivery of this Agreement, the Company and each Purchaser shall execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (collectively, the “ Registration Rights Agreements ”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Underlying Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

F. The Company has engaged certain placement agents, for whom Compass Point Research & Trading, LLC is acting as the representative (collectively, the “ Placement Agents ”) for the offering of the Series C Preferred Shares.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1  Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the respective meanings indicated in this Article I :

“ Action ” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any Governmental Entity.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person. For purposes of this Agreement only, with respect to the Purchaser, any investment fund or managed account that is managed or advised on a discretionary basis by the same investment manager or investment adviser as the Purchaser will be deemed to be an Affiliate of the Purchaser. For purposes of this Agreement, the Company and the Purchaser shall not be deemed Affiliates of one another.

“ Agreement ” has the meaning ascribed to such term in the Preamble.

“ Articles Supplementary ” has the meaning set forth in the Recitals.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

“ Closing Date ” means the date on which the Closing occurs.

“ Closing Press Release ” has the meaning set forth in Section 4.5 .

“ Code ” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company Deliverables ” has the meaning set forth in Section 2.2(a) .

“ Company Financial Statements ” has the meaning set forth in Section 3.1(d)(i) .

“ Company Specified Representations ” means the representations and warranties made in Sections 3.1(a) , 3.1(b) , and 3.1(c) .

“ Control ” (including the terms “Controlling”, “Controlled by” or “under Common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, as such concepts are used and construed under Rule 405 under the Securities Act.

“ DTC ” means The Depository Trust Company.

“ Effective Date ” means the date on which the initial Registration Statement required by the terms of the Registration Rights Agreements is first declared effective by the SEC.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ GAAP ” means U.S. generally accepted accounting principles, as applied by the Company.

“ Governmental Entity ” means any court, arbitrator, governmental or administrative agency or commission, regulatory authority or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization or securities exchange (including the Principal Trading Market).

“ Lien ” means any lien, charge, claim, encumbrance, security interest, and right of first refusal, preemptive right or other restrictions of any kind.

“ New York Courts ” means the state and federal courts sitting in the State of New York.

“ Maryland SDAT ” has the meaning set forth in the Recitals.

“ Material Adverse Effect ” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is materially adverse to (A) the financial condition, business affairs, properties, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under the Transaction Documents or the validity or enforceability of this Agreement or the Series C Preferred Shares. As used in this Agreement, “business prospects” excludes any development resulting from any event, circumstance, development, change or effect (1) in general economic or business conditions, (2) in financial or securities markets generally, or (3) generally affecting the business or industry in which the Company operates.

“ Memorandum ” as used in this Agreement means the Company’s Preliminary Confidential Private Placement Memorandum, dated February 20, 2015, and Confidential Private Placement Memorandum dated March 12, 2015 inclusive of all exhibits and annexes, and all amendments, supplements and appendices thereto. Unless otherwise defined herein, each capitalized term used in this Agreement will have the same meaning as set forth in the Memorandum.

“ Offering ” means this offering of Series C Preferred Shares.

“ Organizational Documents ” means the charter, articles of incorporation, articles of association, operating agreement, partnership agreement, bylaws, or other similar organizational or operating documents, as applicable, pursuant to which a non-natural Person was formed or by which it is governed.

“ Other Purchase Agreements ” has the meaning set forth in the Recitals.

“ Person ” means a natural individual or a corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ Placement Agents ” has the meaning set forth in the Recitals.

“ Principal Trading Market ” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Stock Market.

“ Purchase Price ” means $1,000.00 per Series C Preferred Share.

“ Purchaser Deliverables ” has the meaning set forth in Section 2.2(b) .

“ Purchaser Specified Representations ” means the representations and warranties made in Sections 3.2(a) , 3.2(b) , 3.2(d) , 3.2(e) , 3.2(n) and 3.2(o) .

“ Registration Rights Agreements ” has the meaning set forth in the Recitals.

“ Registration Statement ” means one or more registration statements meeting the requirements set forth in the Registration Rights Agreements and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreements).

“ Regulation D ” has the meaning set forth in the Recitals.

“ Regulations ” has the meaning set forth in Section 3.1(f) .

“ Rule 144 ” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“ SEC ” has the meaning set forth in the Recitals.

“ SEC Documents ” has the meaning set forth in Section 3.1(d)(i) .

“ Secretary’s Certificate ” has the meaning set forth in Section 2.2(a)(iii) .

“ Securities ” means the Series C Preferred Shares and the Underlying Shares.

“ Securities Act ” has the meaning set forth in the Recitals.

“ Series C Preferred Shares ” has the meaning set forth in the Recitals.

“ Stockholder Approval ” has the meaning set forth in Section 4.8 .

“ Short Sale Transaction ” has the meaning set forth in Section 3.2(p) .

“ Short Sales ” has the meaning set forth in Section 3.2(p) .

“ Stock Certificates ” has the meaning set forth in Section 2.2(a)(ii) .

“ Stock Conversion ” has the meaning set forth in the Recitals.

“ Subscription Amount ” means the aggregate amount to be paid by the Purchaser for the Series C Preferred Shares purchased hereunder as indicated on the Purchaser’s signature page to this Agreement under the heading “Aggregate Purchase Price (Subscription Amount)”.

“ Subsidiary ” means any non-natural Person in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the consolidated financial statements of the Company.

“ Trading Day ” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on

which the Common Stock is quoted in any over-the-counter market; provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

“ Trading Market ” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Stock Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

“ Transaction Documents ” means this Agreement, the schedules and exhibits attached hereto, the Other Purchase Agreements, the Articles Supplementary, the Registration Rights Agreements, and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means Computershare Trust Company, N.A. or any successor transfer agent for the Company.

“ Treasury ” means the United States Department of the Treasury.

“ Treasury Regulations ” means the regulations promulgated by the Treasury under the Code.

“ Underlying Shares ” means the shares of Common Stock into which the Series C Preferred Shares will convert upon Stockholder Approval, subject to and in accordance with the Articles Supplementary.

ARTICLE II.

PURCHASE AND SALE

2.1  Closing .

(a) Purchase of Series C Preferred Shares . Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Series C Preferred Shares set forth below the Purchaser’s name on the signature page of this Agreement at a per share price equal to the Purchase Price.

(b) Closing . The Closing shall take place on or approximately March 19, 2015 following the execution and delivery of this Agreement. The Closing shall take place at the offices of Hunton & Williams LLP, 951 E. Byrd St., Richmond, Va., 23219 or at such other locations or remotely by facsimile transmission or other electronic means as the Company and the Placement Agents may mutually agree.

(c) Delivery and Payment . The Purchaser shall deliver the Subscription Amount in immediately available funds by wire transfer to an account specified by Compass Point Research & Trading, LLC (“ Compass Point ”) and authorizes Compass Point to deliver the Subscription Amount on the undersigned’s behalf to the Company at Closing. At the Closing, the Company shall deliver to the Purchaser the Stock Certificates representing the number of Series C Preferred Shares set forth below the Purchaser’s name on the signature page of this Agreement at the address specified by such Purchaser on the signature page of this Agreement. If the Purchaser wishes to hold the purchased Series C Preferred Shares in book-entry form through the book-entry system of Computershare Trust Company, N.A. (the “ Transfer Agent ”), the Purchaser may so request on the signature page of this Agreement and the Transfer Agent will mail to the Purchaser, within two days of the Closing, a written statement evidencing the Purchaser’s ownership of the purchased Series C Preferred Shares.

2.2 Closing Deliveries .

(a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “ Company Deliverables ”):

(i) this Agreement, duly executed by the Company;

(ii) one or more stock certificates ( provided , however , that facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original physical stock certificates to be delivered within five (5) Business Days of the Closing Date), representing the Series C Preferred Shares subscribed for by the Purchaser, registered in the name of the Purchaser or as otherwise set forth on the Investor Questionnaire of the Purchaser included as Exhibit C hereto, (the “ Stock Certificates ”) or the Transfer Agent will mail to the Purchaser, within two date after the Closing Date, a written statement evidencing the Purchaser’s ownership of the purchased shares of Series C Preferred Stock.

(iii) a certificate of the Secretary of the Company (the “ Secretary’s Certificate ”), dated as of the Closing Date, certifying (A) the resolutions adopted by the Board approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (B) the current versions of the Charter and bylaws

of the Company (the “ Bylaws ”), as amended, of the Company, and (C) as to the signatures and authority of natural Persons signing the Transaction Documents and related documents on behalf of the Company;

(iv) certificate of good standing of the Company issued by the Maryland SDAT as of a date within five (5) Business Days of the date of the Closing;

(v) evidence of the acceptance for record of the Articles Supplementary by the Maryland SDAT; and

(vi) the Registration Rights Agreements duly executed by the Company.

(b) On or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “ Purchaser Deliverables ”):

(i) this Agreement, duly executed by the Purchaser;

(ii) its Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance with Section 2.1 ;

(iii) a fully completed and duly executed Investor Questionnaire, in the form attached hereto as Exhibit C ;

(iv) a fully completed and duly executed Registration Statement Questionnaire, in the form attached hereto as Exhibit D; and

(iv) the Registration Rights Agreements duly executed by the Purchasers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby represents and warrants as of the date hereof (except for the representations and warranties that speak as of a specific date, which shall be made as of such date) to the Purchaser that:

(a) Organization; Execution, Delivery and Performance .

(i) The Company and each “significant subsidiary” (as such term is defined in Rule 1-02(w) of Regulation S-X of the Securities Act) of which the Company owns, directly or indirectly, a controlling interest, if any, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(ii) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Series C Preferred Shares in accordance with the terms hereof and thereof.

(iii) The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by the Board and no further consent or authorization of the Company, its Board, or its stockholders is required except as expressly contemplated by this Agreement or the Articles Supplementary.

(iv) Each of the Transaction Documents has been, or will be, duly executed and delivered by the Company by its authorized representative, and such authorized representative is a true and official representative with authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly.

(v) Each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws regarding the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Shares Duly Authorized . The Series C Preferred Shares and the Underlying Shares will be duly authorized in accordance with their terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof (other than taxes or Liens created by, under or through the Purchaser and the Other Purchasers), and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of stockholders of the Company and/or any other individual or entity.

(c) Conflicts .

(i) The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Series C Preferred Shares and the Underlying Shares) will not:

(1) conflict with or result in a violation of any provision of the Charter or Bylaws;

(2) violate or conflict with, or result in a breach of any provision of, or constitute a default and/or an event of default (or an event which with notice or lapse of time or both could become a default and/or an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company is a party, except for possible violations, conflicts or defaults as would not, individually or in the aggregate, have a Material Adverse Effect on the Company; or

(3) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected, except for possible violation as would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

(d) SEC Information .

(i) Except as set forth in the SEC Documents, the Company has timely filed (subject to 12b-25 filings with respect to certain periodic filings) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (the foregoing materials, including

the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Documents ”). The SEC Documents have been made available to the Purchaser via the SEC’s EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, the SEC Documents when taken in their entirety with the Memorandum, shall not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the date upon which they were made and the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (“ Company Financial Statements ”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of the filing. The Company Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved except:

(1) as may be otherwise indicated in such financial statements or the notes thereto; or

(2) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements.

The Company Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, if any, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(ii) Except as expressly set forth in the Company Financial Statements or in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than:

(1) liabilities incurred in the ordinary course of business subsequent to September 30, 2014;

(2) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the consolidated financial condition or consolidated operating results of the Company; and

(3) all information relating to or concerning the Company and its officers, directors, employees, customers or clients (including, without limitation, all information regarding the Company’s internal financial accounting controls and procedures) set forth in the Memorandum and the SEC Documents, when taken together as a whole, does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

(e) No Material Changes . Except as set forth in the Memorandum or in the SEC Documents, since September 30, 2014, there has not been (i) any material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of business; (ii) to the Company’s knowledge, any effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or (iii) any incurrence of any material liability outside of the ordinary course of business.

(f) Memorandum . The Memorandum has been diligently prepared by the Company, and, to the best of Company’s knowledge, is in compliance with Regulation D, the Securities Act and the requirements of all other rules and regulations (the “ Regulations ”) of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those U.S. federal and state jurisdictions in which the Placement Agents notify the Company that the Series C Preferred is being offered for sale. With respect to actions taken by the Company, the Series C Preferred will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those U.S. federal and state jurisdictions in which the Placement Agents notify the Company that the Series C Preferred Shares are being offered for sale. The Memorandum describes all material aspects, including attendant material risks, of an investment in the Company. The Company has not taken nor will it take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D or Section 4(a)(2) of the Securities Act, and knows of no reason why any such exemption would be otherwise unavailable to it. Neither the Company, nor, to the Company’s knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the

offer or sale of the Series C Preferred Shares. The Company has not been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining it for failing to comply with Section 503 of Regulation D. The Memorandum does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) REIT Qualifications . The Company made a timely election to be subject to tax as a real estate investment trust (a “ REIT ”) pursuant to Sections 856 through 860 of the Code, beginning with its taxable year ended December 31, 2012. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Memorandum will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(h) Real Estate Investment Properties . As of the date of this Agreement, the non-binding letters of intent and purchase agreement, as applicable, relating to the acquisitions of the real estate investment properties, as described in the Memorandum, have been signed, have not been amended or terminated, and the Company has not received any notices of termination relating to such non-binding letters of intent and purchase agreement, as applicable.

3.2 Representations and Warranties of the Purchaser . The Purchaser represents and warrants as of the date hereof to the Company as follows:

(a) Organization; Authority . The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate, limited liability company, or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, limited liability company, partnership or similar action. This Agreement has been duly executed by the Purchaser. When delivered by the Purchaser in accordance with the terms hereof, this Agreement will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws regarding the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) No Conflicts . The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the Organizational Documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

(c) Consents and Approvals . Assuming the accuracy of the representations and warranties of the Company and the other parties to the Transaction Documents, no consents of any Governmental Entity are necessary to be obtained by the Purchaser for the consummation of the transactions contemplated by the Transaction Documents to which the Purchaser is a party.

(d) Investment Intent . The Purchaser understands that the Series C Preferred Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law. In addition, the Purchaser understands that the Company has provided confidential and non-public material information to it and such Purchaser will be restricted from transacting in the Company’s securities, under applicable securities laws, until such information is made publicly available by the Company. The Purchaser is acquiring the Series C Preferred Shares as principal for its own account and not with a view to, or for distributing or reselling such Series C Preferred Shares and the Underlying Shares or any part thereof in violation of the Securities Act or any applicable state securities laws; provided , however , that by making the representations herein, the Purchaser does not agree to hold any of the Series C Preferred Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Series C Preferred Shares and the Underlying Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Purchaser is acquiring the Series C Preferred Shares being acquired pursuant to this Agreement in the ordinary course of its business. The Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Series C Preferred Shares or any of the Underlying Shares so acquired (or any securities which are derivatives thereof) to or through any Person.

(e) Purchaser Status . At the time the Purchaser was offered the Series C Preferred Shares being acquired pursuant to this Agreement, it was, and at the date hereof it is, and on the Closing Date it will be, an “accredited investor” as defined in Rule 501(a) of Regulation D.

(f) No General Solicitation or General Advertising . The Purchaser is not purchasing the Series C Preferred Shares being acquired pursuant to this Agreement as a result of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act).

(g) Experience of the Purchaser . The Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Series C Preferred Shares being acquired pursuant to this Agreement, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Series C Preferred Shares being acquired pursuant to this Agreement and, at the present time, is able to afford a complete loss of such investment.

(h) Access to Information . The Purchaser acknowledges that it has received and reviewed the Memorandum and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Series C Preferred Shares being acquired pursuant to this Agreement and the merits and risks of investing in the Series C Preferred Shares being acquired pursuant to this Agreement; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser or its representatives or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Memorandum and the Company’s representations and warranties contained in the Transaction Documents. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Series C Preferred Shares being acquired pursuant to this Agreement.

(i) Independent Investment Decision . The Purchaser has independently evaluated the merits of its decision to purchase the Series C Preferred Shares being acquired pursuant to this Agreement, and the Purchaser confirms that it has not relied on the advice of any other Purchaser or any other Purchaser’s advisors and/or legal counsel in making such decision. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Series C Preferred Shares being acquired pursuant to this Agreement constitutes legal, tax or investment advice. The Purchaser understands that the Placement Agents have acted solely as the agents of the Company in the offering of the Series C Preferred Shares and the Purchaser has not relied on the advice of the Placement Agents or any of their respective agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to the Purchaser in connection with the transactions contemplated by the Transaction Documents.

(j) Reliance on Exemptions . The Purchaser understands that the Series C Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon (i) the truth and accuracy of the Purchaser’s Investor Questionnaire, (ii) truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein, and (iii) the truth and accuracy of each other Purchaser’s Investor Questionnaire and each other Purchaser’s representations, warranties, agreements, acknowledgments and understandings in, and each other Purchaser’s compliance with, the Other Purchase Agreement to which such other Purchaser is a party, in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Series C Preferred Shares being acquired pursuant to this Agreement.

(k) No Governmental Review . The Purchaser understands that no Governmental Entity has passed on or made any recommendation or endorsement of the Series C Preferred Shares or the fairness or suitability of an investment in the Series C Preferred Shares nor has any such Governmental Entity passed upon or endorsed the merits of the offering of the Series C Preferred Shares.

(l) Residency . The Purchaser’s office in which its investment decision with respect to the Series C Preferred Shares was made is located at the address immediately below the Purchaser’s name on its signature page hereto.

(m) Trading . The Purchaser acknowledges that there is no trading market for the Series C Preferred Shares, and no such market is expected to develop.

(n) Financial Capability . The Purchaser has available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement.

(o) Brokers and Finders . Other than the Placement Agents, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. The Purchaser acknowledges that it is purchasing the Series C Preferred Shares being acquired pursuant to this Agreement directly from the Company and not from the Placement Agents.

(p) Prohibited Transactions; Confidentiality . The Purchaser has not, directly or indirectly, and no Person acting on behalf of or pursuant to any understanding with the Purchaser, has engaged in any purchases or sales in the securities, including derivatives, of the Company (including, without limitation, any Short Sales (a “ Short Sale Transaction ”) involving any of the Company’s securities) since the time that the Purchaser was first contacted by the Company, the Placement Agents or any other Person regarding an investment in the Company. The Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with the Purchaser will engage, directly or indirectly, in any Short Sale Transactions in the securities of the Company (including Short Sales) prior to the time the transactions contemplated by this Agreement are publicly disclosed. “ Short Sales ” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

The undersigned represents and warrants that neither the undersigned nor any person or entity controlling, controlled by or under common control with the undersigned, or any person or entity having a beneficial interest in the undersigned, or any other person or entity on whose behalf the undersigned is acting: (a) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (b) is included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control within the United States Department of the Treasury (“ OFAC ”); (c) is a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (d) is otherwise subject to U.S. economic or trade sanctions; (e) is a non-U.S. shell bank or will make payment from or receive payment to a non-U.S. shell bank; (f) is a senior non-U.S. political figure or an immediate family member or

close associate of such figure, or an entity owned or controlled by such a figure; or (g) is prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, antiterrorist, economic sanctions and asset control laws, regulations, rules or orders (each of categories (a) through (g), a “ Prohibited Investor ”). The undersigned agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist, economic sanctions and asset control laws, regulations, rules and orders. The undersigned consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information about the undersigned as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist, economic sanctions and asset control laws, regulations, rules and orders. If the undersigned is a financial institution that is subject to the Bank Secrecy Act, as amended (31 U.S.C. Section 5311, et. seq.), and its implementing regulations (collectively, the “ Bank Secrecy Act ”), the undersigned represents that the undersigned has met and will continue to meet all of its respective obligations under the Bank Secrecy Act. The undersigned further represents and warrants that the funds used to purchase the shares were legally derived under U.S. and any applicable foreign law, and were not derived from any activities in any geographic area subject to U.S. economic or trade sanctions, or with any entity or person subject to such sanctions. The undersigned acknowledges that if, following the investment in the Shares by the undersigned, the Company reasonably believes that the undersigned is a Prohibited Investor or has invested with funds derived illegally or will use the proceeds of the investment to further illegal activity or refuses to provide promptly information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting, and/or withhold or suspend distributions to the undersigned in respect of, the investment in accordance with applicable regulations or immediately require the undersigned to transfer the Shares. The undersigned further acknowledges that neither the undersigned nor any person or entity controlling, controlled by or under common control with the undersigned, nor any person or entity having a beneficial interest in the undersigned, nor any other person or entity on whose behalf the undersigned is acting will have any claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.

The undersigned represents and warrants that neither the undersigned nor any person or entity controlling, controlled by or under common control with the undersigned, or any person or entity having a beneficial interest in the undersigned, or any other person or entity on whose behalf the undersigned, is acting on behalf of or using the plan assets of (i) an “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”)), that is subject to Title I of ERISA, (ii) a “plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “ Code ”) (e.g., a qualified plan, a qualified annuity plan, an individual retirement account or arrangement, an Archer MSA,

a health savings account or a Coverdell Education Savings Account), (iii) an entity whose underlying assets include “plan assets” of a plan described in clause (i) or (ii) by reason of such plan’s investment in such entity (including an insurance company general account), (iv) an entity that otherwise constitutes a “benefit plan investor” within the meaning of Department of Labor Regulation Section 2510.3-101 (29 C.F.R. Sections 2510.3-101), as modified by Section 3(42) of ERISA, or (v) an employee benefit plan (as defined in ERISA) that is not subject to Title I of ERISA or Section 4975 of the Code, e.g., because it is a “church plan” or a “governmental plan” (as such terms are defined for purposes of Title I of ERISA and Section 4975 of the Code) that is subject to federal, state, local or non-U.S. laws similar to the provisions of Title I of ERISA or Section 4975 of the Code. (the entities referenced in clauses (i) through (v), collectively, are referred to herein as “ ERISA Plans ”).

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1  Transfer Restrictions .

(a) Compliance with Laws . Notwithstanding any other provision of this Article IV , the Purchaser covenants that the Securities acquired by it pursuant to this Agreement and the Transaction Documents may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state, federal or foreign securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the Company, or (iii) pursuant to Rule 144 (provided that the transferor provides the Company with reasonable assurances (in the form of a seller representation letter and, if applicable, a broker representation letter) that such Securities may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company, the Placement Agents and the Transfer Agent, at the transferor’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company and the Transfer Agent, the form and substance of which opinion shall be reasonably satisfactory to the Company and the Transfer Agent, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer (other than pursuant to clauses (i), (ii) or (iii) of the preceding sentence), any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreements with respect to such transferred Securities, provided such transferee is an accredited investor.

(b) Legends . Certificates representing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and, with respect to Securities held in book-entry form, the Transfer Agent will record such a legend or other notation on the share register), until such time as they are not required under Section 4.1(c) or applicable law:

THESE SECURITIES AND THE COMMON STOCK OF THE COMPANY UNDERLYING THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE COMMON STOCK OF THE COMPANY UNDERLYING THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, AND ITS TRANSFER AGENT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE SECURITIES OR THE COMMON STOCK OF THE COMPANY UNDERLYING THESE SECURITIES.

(c) Removal of Legends . The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act pursuant to an effective Registration Statement, (ii) such Securities are sold or transferred pursuant to Rule 144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the Effective Date and provided the registration statement referred to in clause (i) above is then in effect, or at such earlier time as a legend is no longer required for certain

Securities, the Company will no later than three Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent (if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate representing such Securities (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect transfer), and (ii) an opinion of counsel to the extent required by Section 4.1(a) , deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s primary broker with DTC as directed by the Purchaser.

(d) ERISA Plans . The Purchaser acknowledges and agrees that it will not sell or otherwise transfer the Securities or any interest therein to any ERISA Plans or any person acting on behalf of or controlling any ERISA Plan.

(e) Acknowledgement . The Purchaser acknowledges its responsibilities under the Securities Act and accordingly will not sell or otherwise transfer the Securities or any interest therein without complying with the requirements of the Securities Act and any other applicable securities laws.

4.2 Furnishing of Information . In order to enable the Purchaser to sell the Securities under Rule 144 of the Securities Act, for a period of one (1) year from the Closing, the Company shall maintain the registration of the Common Stock under Section 12(b) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. During such one (1) year period, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and make publicly available the information described in Rule 144(c)(2), if the provision of such information will allow resales of the Securities pursuant to Rule 144.

4.3 Form D and Blue Sky . The Company agrees to timely file a Form D with respect to the Series C Preferred Shares as required under Regulation D. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Series C Preferred Shares being acquired pursuant to this Agreement for sale to the Purchaser at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification). The Company shall make all filings and reports

relating to the offer and sale of the Series C Preferred Shares being acquired pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

4.4 No Integration . The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Series C Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Series C Preferred Shares being acquired pursuant to this Agreement to the Purchaser.

4.5 Securities Laws Disclosure; Publicity . On or before 9:00 a.m., New York City time, on the fourth (4th) Business Day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreements and the Articles Supplementary)). By 3:00 p.m., New York City time, on the Closing Date, the Company shall issue one or more press releases (collectively, the “ Closing Press Release ”) disclosing the occurrence of the Closing, and all material terms of the transactions contemplated hereby. On or before 9:00 a.m., New York City time, on the fourth Business Day immediately following the Closing Date, the Company will file a Current Report on Form 8-K with the SEC disclosing the occurrence of the Closing, and all material terms of the transactions contemplated hereby (and including as an exhibit to such Current Report on Form 8-K the Closing Press Release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or any Affiliate or investment adviser of the Purchaser, or include the name of the Purchaser or any Affiliate or investment adviser of the Purchaser, in any press release or filing with the SEC (other than a registration statement) or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except (i) as required by federal securities law in connection with (A) any Registration Statement contemplated by the Registration Rights Agreements, (B) the Company’s proxy statement pursuant to Section 14(a) of the Exchange Act, and (C) the filing of final Transaction Documents with the SEC, and (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or as required by Trading Market regulations, in which case the Company shall provide the Purchaser with prior written notice of such disclosure permitted under subclause (i) or (ii) except to the extent not permitted by law or impracticable. The Purchaser acknowledges that it may be in possession of material, non-public information received from the Company, any Subsidiary or any of their respective officers, directors or employees or the Placement Agents relating to the Company or its Subsidiaries or to the real estate investment properties, including as described in the Annexes to the Memorandum, currently contemplated to be acquired by the

Company for a significant amount of time and will continue to possess such material non-public information until the Company files certain financial statements relating to the acquisitions with the SEC. Under the SEC’s rules and regulations, the Company has 71 days following the date that the initial report on Form 8-K must be filed disclosing the closing of some or all of the acquisition of the real estate investment properties to file such financial statements. The Purchaser covenants that until such time as all material, non-public information is disclosed by the Company, the Purchaser will (i) maintain the confidentiality of the existence and terms of the transactions contemplated herein, and (ii) not transact in the Company’s securities in contravention of applicable securities laws.

4.6 Listing of Common Stock . The Company will use its reasonable best efforts to maintain the listing of the Common Stock (including the Underlying Shares upon the Stock Conversion) on the Nasdaq Stock Market.

4.7 Filings; Other Actions .

(a) The Purchaser and the Company will cooperate and consult with each other and use commercially reasonable efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain the Stockholder Approval and any other necessary and customary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, (i) necessary or advisable to consummate the transactions contemplated by the Transaction Documents, and to perform the covenants contemplated by the Transaction Documents, in each case required of it, and (ii) with respect to the Purchaser, only to the extent typically provided by the Purchaser to such third parties or Governmental Entities, as applicable, under the Purchaser’s policies consistently applied and subject to such confidentiality requests as the Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 4.7(a) .

(b) Notwithstanding Section 4.7(a) , in no event shall the Purchaser be required to (1) accept any condition of a Governmental Entity with respect to any regulatory filing or approval which could jeopardize or potentially have the effect of jeopardizing any other investment opportunities (now or hereafter existing) of the Purchaser or any of its Affiliates, (2) cause the Purchaser to be required to agree to provide capital to the Company or any Subsidiary other than the aggregate Purchase Price to be paid for the Series C Preferred Shares to be purchased by it pursuant to the terms of this Agreement, or (3) provide information on its

investors solely in their capacities as limited partners or other similar passive equity investors, and the Purchaser shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company any information that is confidential and proprietary to the Purchaser.

(c) The Purchaser will have the right to review in advance, and to the extent practicable the Company will consult with the Purchaser with respect to (subject to laws relating to the exchange of information and confidential information related to the Purchaser), all the information (other than confidential information) relating to the Purchaser, and any of its Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement; provided , however , that (i) no Purchaser shall have the right to review any such information relating to another Purchaser, (ii) a Purchaser shall not be required to disclose to the Company any information that is confidential and proprietary to such Purchaser, and (iii) with the exception of the Registration Statement contemplated by the Registration Rights Agreements, its identity shall not be disclosed in any filing or public announcement without its prior written consent. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 4.7 .

4.8 Stockholders’ Meeting . At the Company’s annual meeting of its stockholders anticipated to occur in June 4, 2015, the Company will include a proposal to approve the Stock Conversion for purposes of the rules and requirements of the Nasdaq Stock Market (the “ Stockholder Approval ”).

4.9 Certain Transactions . The Company will not merge or consolidate into, or sell, transfer or lease all or substantially all of its property or assets to, any other party unless the successor, transferee or lessee party, as the case may be (if not the Company), assumes (expressly or by operation of law) the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company.

4.10 Reservation of Underlying Shares . Subject to receipt of the Stockholder Approval, the Company shall reserve, and will continue to reserve, free of any preemptive or similar rights of stockholders of the Company, a number of unissued shares of Common Stock, sufficient to issue and deliver the Underlying Shares into which the Series C Preferred Shares are convertible.

4.11 Corporate Opportunities . The Company and the Purchaser acknowledge that each of the Purchasers (and their Affiliates and related investment funds and investment advisers) may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the Purchasers shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The Company and the Purchaser expressly acknowledge and agree that (a) each of the Purchasers has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries, and (b) in the event that any of the Purchasers acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, other than through a communication from the Company or any of its Affiliates concerning such opportunity, such Purchaser shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and shall not be liable to the Company or any of its Subsidiaries or any other Purchasers or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact such Purchaser, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or its Subsidiaries.

4.12 Use of Proceeds . The Company shall use the proceeds from the sale of the Series C Preferred Shares hereunder as set forth in the Memorandum under “Use of Proceeds.”

The undersigned acknowledges that the Placement Agents have acted as agents for the Company in connection with the sale of the Shares and consents to the Placement Agents’ actions in this regard and hereby waives any and all claims, actions, liabilities, damages or demands the undersigned may have against the Placement Agents in connection with any alleged conflict of interest arising from the Placement Agents’ engagement as an agent of the Company with respect to the sale by the Company of the Shares to the undersigned.

The undersigned agrees to indemnify and hold harmless each of the Company, the Placement Agents, their respective directors and executive officers and any other person who controls or is controlled by the Company or the Placement Agents, within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out

of or based upon (a) any false, misleading or incomplete representation, declaration or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned in this Agreement or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction or (b) any action for securities law violations by the undersigned.

The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company and not from the Placement Agents and that the Placement Agents did not make any representations, declarations or warranties to the undersigned regarding the Shares, the Company or the Company’s offering of the Shares.

If the undersigned and/or any Account is a “U.S. person” for U.S. federal income tax purposes, the undersigned and/or such Account has completed, signed, dated and returned to the Company an Internal Revenue Service (IRS) Form W-9 “Request for Taxpayer Identification Number and Certification” in accordance with the instructions accompanying such form. If the undersigned and/or any Account is not a “U.S. person” for U.S. federal income tax purposes, the undersigned and/or such Account has completed, signed, dated and returned to the Company an (i) IRS Form W-8BEN “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals),” (ii) IRS Form W-8BEN-E “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities),” (iii) IRS Form W-8ECI “Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States,” (iv) IRS Form W-8EXP “Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding” or (v) IRS Form W-8IMY “Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding,” as applicable, in accordance with the instructions accompanying the appropriate IRS Form.

The undersigned agrees to provide, and periodically update, at any time requested by the Company, any information the Company deems necessary to comply with any requirement imposed by Internal Revenue Code Sections 1471 – 1474 and the Treasury Regulations and other guidance issued thereunder, and take any other actions required by such provisions, in order to reduce or eliminate withholding taxes. The undersigned agrees to promptly notify the Company of any changes in the information described above. The undersigned acknowledges that if it fails to comply with the above requirements on a timely basis, it may be subject to a 30% U.S. federal withholding tax on (1) U.S. source dividends, interest and certain other income and (2) gross proceeds from the sale or other disposition of U.S. stocks, debt instruments and certain other assets.

The undersigned, on its own behalf and on behalf of each Account, if any, will complete or cause to be completed the registration statement questionnaire in the form attached hereto as Exhibit D for use by the Company in the preparation of a registration statement (the “ Registration Statement ”) in accordance with the Registration Rights Agreements. The answers to such questionnaire will be true and correct as of the date thereof and as of the effective date of the registration statement. The undersigned will notify the Company immediately of any material change in any such information provided in such questionnaire occurring prior to the sale of any Shares by the undersigned or any Account.

The Placement Agents (which are third-party beneficiaries of this Agreement) and the Company are entitled to rely upon this Agreement and are irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

ARTICLE V.

CONDITIONS PRECEDENT TO CLOSING

5.1 Conditions Precedent to the Obligations of the Purchaser to Purchase Series C Preferred Shares . The obligation of the Purchaser to purchase at the Closing the Series C Preferred Shares being acquired pursuant to this Agreement is subject to the fulfillment to the Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Purchaser (as to itself only):

(a) Company Deliverables . The Company shall have delivered the Company Deliverables in accordance with  Section 2.2(a) .

(b) Representations and Warranties . The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date.

(c) Articles Supplementary . The Company shall have filed the Articles Supplementary with the Maryland SDAT, and the Articles Supplementary shall be in full force and effect.

(d) Minimum Gross Proceeds . The Company shall have received (or shall receive concurrently with the Closing) aggregate gross proceeds from the sale of the Series C Preferred Shares to all Purchasers of not less than $50,000,000.

(e) Nasdaq . There shall be no disapproval, written or otherwise, of the Nasdaq Stock Market to the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities.

5.2 Conditions Precedent to the Obligations of the Company . The Company’s obligation to sell and issue at the Closing the Series C Preferred Shares being acquired by the Purchaser pursuant to this Agreement is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a) Purchaser Deliverables . The Purchaser shall have delivered its Purchaser Deliverables in accordance with  Section 2.2(b) .

(b) Representations and Warranties . The representations and warranties of the Purchaser contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date.

(c) Minimum Gross Proceeds . The Company shall have received (or shall receive concurrently with the Closing) aggregate gross proceeds from the sale of the Series C Preferred Shares to all Purchasers of not less than $50,000,000.

(d) Nasdaq . There shall be no disapproval, written or otherwise, of the Nasdaq Stock Market to the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities.

ARTICLE VI.

MISCELLANEOUS

6.1 Survival . The representations and warranties of the parties hereto contained in this Agreement shall survive in full force and effect until the date that is 18 months after the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the end of such period), at which time they shall terminate, except the Company Specified Representations and the Purchaser Specified Representations shall survive the Closing indefinitely. The covenants and agreements set forth in this Agreement shall survive until the earliest of the duration of any applicable statute of limitations, until performed or no longer operative in accordance with their respective terms.

6.2 Fees and Expenses . The parties hereto shall be responsible for the payment of all expenses incurred by them in connection with the preparation and negotiation of the Transaction Documents and the consummation of the transactions contemplated hereby. The Company shall pay all amounts owed to the Placement Agents relating to or arising out of the transactions contemplated hereby. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the sale and issuance of the Securities to the Purchasers.

6.3 Entire Agreement . The Transaction Documents, together with the Exhibits hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

6.4 Notices . All notices, consents, approvals, waivers or other communications (each, a “ Notice ”) required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be: (i) delivered personally or by commercial messenger; (ii) sent via a recognized overnight courier service, or (iii) sent by facsimile transmission, provided confirmation of receipt is received by sender and such Notice is sent or delivered contemporaneously by an additional method provided in this Section 6.4 ; in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:

If to the Company:

Wheeler Real Estate Investment Trust, Inc.

Riversedge North

2529 Virginia Beach Boulevard

Virginia Beach, Virginia 23452

Attention: Jon S. Wheeler, Chairman and Chief Executive Officer

Telephone: (757) 627-9088

Fax: (757) 627-9082

With a copy to:

Haneberg, PLC

310 Granite Avenue

Richmond, Virginia 23226

Attention: Bradley A. Haneberg

Telephone: (804) 814-2209

Email: brad@haneberg.us

If to Purchaser:

At its addresses on the signature page hereto.

Any party may change its address specified above by giving each party Notice of such change in accordance with this Section 6.4 . Any Notice shall be deemed given upon actual receipt (or refusal of receipt).

6.5 Amendments; Waivers; No Additional Consideration . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration (pro rata with respect to each Purchaser’s Subscription Amount) is also offered to all Purchasers.

6.6 Construction .

(a) The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

(b) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning set forth in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “, but not limited to,”, whether or not they are in fact followed by those words or words of like import. Except as the context may otherwise require, references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any Schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate Schedule. References to a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

6.7 Successors and Assigns . The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of the Purchaser. The Purchaser may assign its rights hereunder in whole or in part to (i) any of its Affiliates or (ii) any Person to whom the Purchaser assigns or transfers any Securities in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound with respect to the transferred Securities by the terms and conditions of this Agreement that apply to the “Purchaser” and such Person is an “accredited investor” as defined in Rule 501(a) of Regulation D.

6.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than indemnified Persons.

6.9 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Actions concerning the

interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, officers, directors, managers, members, employees or agents) may be commenced on a non-exclusive basis in the New York Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any defense or claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Action has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.10 Execution . This Agreement may be executed with counterpart signature pages or in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

6.11 Severability . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

6.12 Replacement of Stock Certificates . If any certificate or instrument representing any Series C Preferred Share or share of Common Stock is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but

only upon receipt of evidence reasonably satisfactory to the Company and the Transfer Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith or, if required by the Transfer Agent, a bond, to be purchased by Purchaser, in such form and amount as is required by the Transfer Agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement certificate for such Series C Preferred Share or share of Common Stock. If a replacement certificate or instrument representing any Series C Preferred Share or share of Common Stock is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

6.13 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

6.14 Payment Set Aside . To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

6.15 Independent Nature of Purchaser’s Obligations and Rights . The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. The decision of the Purchaser to purchase Series C Preferred Shares pursuant to the Transaction Documents has been made by the Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the

Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and neither the Purchaser nor any of its officers, directors, managers, members, partners, investors, agents, employees or investment advisers shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Purchaser acknowledges that no other Purchaser has acted as agent for the Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of the Purchaser in connection with monitoring its investment in the Series C Preferred Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

6.16 Termination .

(a) This Agreement may be terminated and the sale and purchase of the Series C Preferred Shares provided for herein abandoned at any time prior to the Closing by either the Company or the Purchaser upon written notice to the other, as follows:

(i) by mutual written agreement of the Company and the Purchaser; or

(ii) by the Company or the Purchaser if the Closing has not been consummated on or prior to 11:59 p.m., New York City time, on March 19, 2015 ; provided , however , that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose breach of this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time.

(b) The Company shall give prompt notice of any such termination by the Purchaser or the Company to each other Purchaser, and, if necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Series C Preferred Shares set forth below the Purchaser’s name on the signature page of the Agreement to which it is a party.

(c) If this Agreement is terminated as permitted by this Section 6.16 , such termination shall be without liability of either party (or any stockholder, member, partner, investor, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement; provided that nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents prior to termination. Upon a termination in accordance with this Section (or of any Other Purchase Agreement in accordance with a corresponding Section), no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom and each other Purchaser will be a third party beneficiary of this provision. The provisions of this Article VI shall survive any termination thereof pursuant to this Section 6.16 and shall remain in full force and effect.

6.17 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

IN WITNESS WHEREOF , the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Exhibit 10.2

FORM OF

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT , dated as of March 17, 2015 (this “ Agreement ”), by and between Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “ Company ”), and the signatory hereto (the “ Purchaser ”). This Agreement is made in conjunction with a securities purchase agreement, dated as of the date hereof, between the Company and the Purchaser (the “ Securities Purchase Agreement ”). The Company has entered into securities purchase agreements with other purchasers (collectively, the “ Other Purchasers ”) of the Series C Preferred Shares (as defined below) in the same form as the Securities Purchase Agreement and is entering into registration rights agreements with the Other Purchasers in the same form as this Agreement.

WHEREAS , pursuant to the Securities Purchase Agreement, the Purchaser has agreed to acquire that aggregate number of shares of the Company’s Series C Mandatorily Convertible Cumulative Perpetual Preferred Stock, $1,000.00 liquidation preference per share (the “ Series C Preferred Shares ”), set forth below the Purchaser’s name on the signature page of the Securities Purchase Agreement, all of which Series C Preferred Shares may be converted into shares of the Company’s common stock, par value $0.01 per share (the “ Common Shares ”), pursuant to the terms of the Series C Preferred Shares; and

WHEREAS , in connection with the Securities Purchase Agreement, the Company has agreed to Register (as defined below) for resale by the Holders (as defined below) the Common Shares received by the Purchaser upon any conversion of the Series C Preferred Shares (collectively, the “ Registrable Shares ”); and

WHEREAS , the parties hereto desire to enter into this Agreement to evidence the mutual covenants of the parties relating thereto.

NOW, THEREFORE , in consideration of the foregoing and the covenants of the parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on the terms and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

Section 1. Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the respective

meanings given to such terms in the Securities Purchase Agreement. In this Agreement, the following terms shall have the following respective meanings:

“ Accredited Investor ” shall have the meaning set forth in Rule 501(a) of Regulation D promulgated under the Securities Act.

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

“ Commission ” shall mean the United States Securities and Exchange Commission or any other federal agency acting as the Commission’s successor in administering the Securities Act from time to time.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Filing Deadline ” shall mean May 4, 2015.

“ Holders ” shall mean each record owner of any Registrable Shares from time to time.

“ Indemnified Party ” shall have the meaning ascribed to it in Section 5(c) of this Agreement.

“ Indemnifying Party ” shall have the meaning ascribed to it in Section 5(c) of this Agreement.

“ Person ” shall mean an individual, corporation, partnership, estate, trust, association, private foundation, joint stock company or other entity.

The terms “ Register ,” “ Registered ” and “ Registration ” refer to (i) a registration of the Registrable Shares effected by preparing and filing one or more registration statements with the Commission pursuant to the Securities Act providing for the sale by the Holders in accordance with the method or methods of distribution designated by the Holders, together with (ii) the declaration or ordering of the effectiveness of such registration statement(s) by the Commission.

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“ Registrable Shares ” shall have the meaning ascribed to it in the recitals to this Agreement, except that any particular Registrable Shares once issued shall cease to be Registrable Shares when (i) a registration statement or registration statements with respect to the resale of such Registrable Shares shall have become effective under the Securities Act, or (ii) such Registrable Shares shall have been sold or become eligible for sale, subject to applicable volume and manner of sale limitations, in accordance with Rule 144 (or any successor provision) under the Securities Act.

“ Registration Expenses ” shall mean any and all fees and expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation: (i) all Commission, FINRA or other registration and filing fees; (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees and fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange pursuant to Section 3(n) of this Agreement; (v) the fees and disbursements of counsel for the Company and of the independent registered public accounting firm of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to the performance of this Agreement); (vi) reasonable fees and disbursements of one nationally-recognized securities law counsel, reasonably acceptable to the Company, for the Holders not to exceed $50,000 (such counsel, “ Selling Holders’ Counsel ”); provided, however, that Holders holding a majority of the Registrable Shares may object to the appointment of such nationally-recognized securities law counsel as Selling Holders’ Counsel and appoint a new Selling Holders’ Counsel ; provided, however, that if Holders electing to sell Registrable Shares in an underwritten offering object to the appointment of such nationally-recognized securities law counsel as Selling Holders’ Counsel and appoint a new Selling Holders’ Counsel, such objection and appointment shall only be applicable to such underwritten offering; and (vii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided, however , that Registration Expenses shall exclude Selling Expenses.

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“ Rule 144 ” shall mean Rule 144 promulgated by the Commission under the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Selling Expenses ” shall mean all brokers’ or underwriting discounts and commissions and stock transfer taxes to the sale or disposition of Registrable Shares by a Holder.

Section 2. Registration .

(a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission one or more registration statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such other form of registration statement as is then available to effect a Registration for resale of the Registrable Shares (e.g., Form S-11)) for the purpose of effecting a Registration of the resale of all of the Registrable Shares by the Holders. The Company shall use its best efforts to cause such Registration Statement to become effective no later than 120 calendar days after filing and to remain effective until the earlier of (i) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares, (ii) the date on which all Registrable Shares covered thereby have either been transferred pursuant to Rule 144 or are eligible for resale, without any volume or manner-of-sale restrictions or compliance by the Company with any current public information requirements, pursuant to Rule 144 (subject to the condition that the Registrable Shares have been transferred to an unrestricted CUSIP, are listed or are included on the Nasdaq Capital Market, pursuant to Section 3(n) of this Agreement, or on an alternative trading system with the Registrable Shares qualified under the applicable state securities or blue sky laws of all 50 states), or (iii) the date on which all Registrable Shares covered thereby have been sold to the Company or cease to be outstanding.

(b) In the event the holders of the Company’s Common Shares (the “Common Shareholders”) do not vote to approve the conversion of the Series C Preferred Shares into Common Shares at the next annual meeting of the Common Shareholders to be held on or about June 4, 2015, the Company will use its best efforts to effect the listing of the Series C Preferred Shares on the Nasdaq Capital Market. In addition, the Company shall prepare and file with the Commission one or more registration statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such other form of registration

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statement as is then available to effect a Registration for resale of the Series C Preferred Shares (e.g., a Registration Statement on Form S-11)) for the purpose of effecting a Registration of the resale of all of the Series C Preferred Shares by the Holders.

Section 3. Registration Procedures .

In connection with the obligations of the Company with respect to any Registration pursuant to this Agreement, the Company shall use its best efforts to effect or cause to be effected the registration of the Registrable Shares under the Securities Act to permit the sale of such Registrable Shares by the Holder or Holders in accordance with the Holder’s or Holders’ intended method or methods of distribution, and the Company shall:

(a) notify Selling Holders’ Counsel, in writing, at least ten Business Days prior to filing a Registration Statement, of its intention to file a Registration Statement with the Commission and, at least five Business Days prior to filing, provide a copy of the Registration Statement to Selling Holders’ Counsel for review and comment; prepare and file with the Commission, as specified in this Agreement, a Registration Statement(s), which Registration Statement(s) shall (x) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith and (y) be reasonably acceptable to Selling Holders’ Counsel; notify Selling Holders’ Counsel in writing, at least five Business Days prior to filing of any amendment or supplement to such Registration Statement and, at least three Business Days prior to filing, provide a copy of such amendment or supplement to Selling Holders’ Counsel for review and comment; and promptly following receipt from the Commission, provide to Selling Holders’ Counsel copies of any comments made by the staff of the Commission relating to such Registration Statement(s) and of the Company’s proposed responses thereto for review and comment;

(b) subject to Section 3(i) hereof, (i) prepare and file with the Commission such amendments and post-effective amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the period described in Section 2 hereof; (ii) cause each prospectus contained therein to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act; and (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;

(c) furnish to the Holders, without charge, as many copies of each prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company consents to the use of such prospectus, including each preliminary prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such prospectus;

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(d) use its best efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Shares covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 3(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction or (iii) submit to the general service of process in any such jurisdiction;

(e) use its best efforts to cause all Registrable Shares covered by such Registration Statement to be registered and approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Shares;

(f) notify each Holder promptly and, if requested by any Holder, confirm such advice in writing (1) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (2) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any legal proceeding for that purpose, (3) of any request by the Commission or any other federal, state or foreign governmental authority for (A) amendments or supplements to a Registration Statement or related prospectus or (B) additional information and (4) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made) and (5) at the request of any such Holder, promptly furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g) use its best efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification of (or exemption from qualification of) any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

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(h) upon request, furnish to each requesting Holder of Registrable Shares covered by a Registration Statement, without charge, one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(i) upon the occurrence of any event contemplated by Section 3(f)(4) hereof, use its best efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(j) if requested by the representative of the underwriters, if any, or any Holders of Registrable Shares being sold in connection with such offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the representative of the underwriters, if any, or such Holders indicate relates to them or that they reasonably request be included therein and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(k) in the case of an underwritten offering, use its best efforts to furnish to each Holder of Registrable Shares covered by such Registration Statement and the underwriters a signed counterpart, addressed to each such Holder and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to such Holder and the underwriters; and (ii) a “comfort” letter, dated the effective date of such Registration Statement and the date of each closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the prospectus included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other financial matters as such Holder and the underwriters may reasonably request;

(l) enter into customary agreements (including in the case of an underwritten offering, an underwriting agreement in customary form and reasonably satisfactory to the Company) and take all other reasonable action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an underwritten offering, make representations and warranties to the Holders covered by such Registration Statement and to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same to the extent customary if and when requested;

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(m) make available for inspection by representatives of the Holders and the representative of any underwriters participating in any offering pursuant to a Registration Statement and any special counsel or accountants retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided, however, that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by such representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided, further , that the representatives of the Holders and any underwriters will use best efforts, to the extent practicable, to coordinate the foregoing inspection and information gathering and not materially disrupt the Company’s business operations;

(n) use its best efforts (including, without limitation, seeking to cure any deficiencies cited by the exchange or market in the Company’s listing or inclusion application) to list or include all Registrable Shares on the Nasdaq Capital Market;

(o) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Registration Statement as required by Section 3(a) hereof, the Company shall register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 3(a) hereof;

(p) provide a CUSIP number for all Registrable Shares not later than the effective date of the Registration Statement;

(q) (i) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements covering at least 12 months beginning after the effective date of the Registration Statement that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, but in no event later than 45 calendar days after the end of each fiscal year of the Company and (iii) not file any Registration Statement or prospectus or amendment or supplement to such Registration Statement or prospectus to which any Holder of Registrable Shares covered by any Registration Statement shall have reasonably objected on the grounds that such Registration Statement or prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, such Holder having been furnished with a copy thereof at least two Business Days prior to the filing thereof;

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(r) provide and cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement;

(s) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Registration Statement) that will result in the securities being delivered no longer being Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any restrictive transfer legends (other than as required by the Company’s charter, as amended) and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the underwriters, if any, or the Holders may request at least three Business Days prior to any sale of the Registrable Shares;

(t) in connection with the initial filing of a Registration Statement and each amendment thereto with the Commission pursuant to Section 2 hereof, filing with the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) of all forms and information required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) (each such written confirmation, a “ No Objections Letter ”) relating to the resale of Registrable Shares pursuant to the Registration Statement, including, without limitation, information provided to FINRA through its Public Offering System, and pay all costs, fees and expenses incident to FINRA’s review of the Registration Statement and the related underwriting terms and arrangements, including, without limitation, all filing fees associated with any filings or submissions to FINRA and the legal expenses, filing fees and other disbursements of any FINRA member that is the Holder of, or is affiliated or associated with an owner of, Registrable Shares included in the Registration Statement (including in connection with any initial or subsequent member filing); and

(u) in the case of an underwritten offering, use its best efforts to cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter,” if applicable) that is required to be retained in accordance with the rules and regulations of FINRA.

The Company may require the Holders to furnish (and each Holder shall furnish) to the Company such information regarding the proposed distribution by such Holder of such Registrable Shares as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of the Registrable Shares, and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the prospectus forming a part thereof if such Holder does not provide such information to the Company. Any Holder that sells

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Registrable Shares pursuant to a Registration Statement or as a selling security holder pursuant to an underwritten offering shall be required to be named as a selling stockholder in the related prospectus and to deliver a prospectus to purchasers. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f)(3) or 3(f)(4) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus. If so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.

Section 4. Expenses of Registration . The Company shall pay all Registration Expenses in connection with the Registration of the Registrable Shares pursuant to this Agreement. Each Holder participating in a Registration pursuant to this Section 4 shall bear such Holder’s proportionate share (based on the total number of Registrable Shares sold in such registration) of the Selling Expenses in connection with a registration of Registrable Shares pursuant to this Agreement.

Section 5. Indemnification .

(a) The Company will indemnify each Holder, each Holder’s officers and directors, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (including reasonable legal fees and expenses), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission), made in reliance upon and in conformity with information furnished in writing to the Company by such Holder or underwriter for inclusion therein.

(b) Each Holder will indemnify the Company, each of its directors and each of its officers who signs the registration statement, each underwriter, if any, of the

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Company’s securities covered by such registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (including reasonable legal fees and expenses), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is made in such registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or underwriter for inclusion therein.

(c) Each party entitled to indemnification under this Section 5 (the “ Indemnified Party ”) shall give written notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 5 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, or the Indemnifying Party shall not have employed counsel to take charge of the defense of such action or the Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party, consent to any of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim.

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(d) If the indemnification provided for in this Section 5 is unavailable to a party that would have been an Indemnified Party under this Section 5 in respect of any expenses, claims, losses, damages and liabilities referred to herein, then each party that would have been an Indemnifying Party hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such expenses, claims, losses, damages and liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statement or omission which resulted in such expenses, claims, losses, damages and liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 5(d).

(e) No person found by a court of competent jurisdiction to have made a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) In no event shall any Holder be liable for any expenses, claims, losses, damages or liabilities pursuant to this Section 5 in excess of the net proceeds to such holder of any Registrable Shares sold by such Holder.

Section 6. Information to be Furnished by Holders . Each Holder shall furnish the Company such information as the Company may reasonably request and as shall be required in connection with the Registration and related proceedings referred to in Section 2 hereof. At least ten Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Holder of the information the Company requires from such Holder if such Holder elects to have any of the Registrable Shares included in the Registration Statement. Each Holder shall provide such information to the Company at least five Business Days prior to the first anticipated filing

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date of such Registration Statement if such Holder elects to have any of the Registrable Shares included in the Registration Statement. If any Holder fails to provide the Company with such information within five Business Days of receipt of the Company’s request, the Company’s obligations under Section 2 hereof, as applicable, with respect to such Holder or the Registrable Shares owned by such Holder shall be suspended until such Holder provides such information; provided, however, if such Holder provides such information 30 or more calendar days after the Company had provided notice and there are additional costs or expenses necessary to be incurred to include such Holder’s Registrable Shares, such Holder shall be responsible for payment of these costs and expenses.

Section 7. Rule 144 Sales .

(a) The Company covenants with each Holder that it will file the reports required to be filed by the Company under the Exchange Act, so as to enable any Holder to sell Registrable Shares pursuant to Rule 144 under the Securities Act.

(b) In connection with any sale, transfer or other disposition by any Holder of any Registrable Shares pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of physical certificates representing Registrable Shares to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Shares to be for such number of shares and registered in such names as the selling Holder may reasonably request at least three Business Days prior to any sale of Registrable Shares.

Section 8. Miscellaneous .

(a) Governing Law . This Agreement in all respects shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the New York General Obligations Law).

(b) Amendment . No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

(c) Notices, etc . Each notice, demand, request, request for approval, consent, approval, disapproval, designation or other communication (each of the foregoing being referred to herein as a notice) required or desired to be given or made

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under this Agreement shall be in writing (except as otherwise provided in this Agreement), and shall be effective and shall be deemed to have been duly given and effective upon actual receipt (or refusal of receipt). If the address of a party has changed, then such party promptly shall by Notice to the other parties given in accordance with this Section 8(c) designate a new address for receipt of Notices hereunder. For the avoidance of doubt, if a Notice given in accordance with this Section 8(c) to a party is returned to the sender as being refused or undeliverable (or having a similar status), then such Notice to such party shall be deemed to have been duly given and effective on the date that such Notice was originally sent. Notices shall be addressed as follows: (a) if to the Purchaser, at the Purchaser’s address or fax number set forth below its signature to the Securities Purchase Agreement, or at such other address or fax number as the Purchaser shall have furnished to the Company in writing, or (b) if to any assignee or transferee of an Purchaser, at such address or fax number as such assignee or transferee shall have furnished the Company in writing, or (c) if to the Company, at the Company’s address or fax number set forth in the Securities Purchase Agreement, or at such other address or fax number as the Company shall have furnished to the Purchasers or any assignee or transferee. Any notice or other communication required to be given hereunder to a Holder in connection with a registration may instead be given to the designated representative of such Holder.

(d) Counterparts . This Agreement may be executed with counterpart signature pages or in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(e) Severability . In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

(f) Section Titles . Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

(g) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders.

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(h) Remedies . The Company and the Purchaser acknowledge that there would be no adequate remedy at law if either party fails to perform any of its obligations hereunder, and accordingly each party hereto agrees that the Company and each Holder, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the other party under this Agreement in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof waving jurisdiction.

(i)  Attorneys’ Fees . If the Company or any Holder brings an action to enforce its rights under this Agreement, the prevailing party in the action shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with such action, including any appeal of such action.

[Signature Page Follows]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

If signing on behalf of a corporation, partnership or other entity, please also provide the following information:

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Exhibit 10.3

FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENT

March 18, 2015

Compass Point Research & Trading, LLC

3000 K Street NW, Suite 340

Washington, DC 20007

This FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENT (this “ Amendment ”) is made and is effective as of March 18, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “ Company ”), Wheeler REIT, L.P., a Virginia limited partnership of which the Company is the sole general partner (the “ OP ,” and together with the Company, the “ Transaction Entities ”), and Compass Point Research & Trading, LLC, as representative of the several placement agents (collectively with the Transaction Entities, the “ Parties ”).

RECITALS

WHEREAS, the Parties entered into a certain Placement Agency Agreement dated as of March 12, 2015 (the “ Placement Agency Agreement ”); and

WHEREAS, the Parties desire to amend the Placement Agency Agreement in certain respects.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. All references in the Placement Agency Agreement to the “ Memorandum ” shall mean (i) that certain Preliminary Private Placement Memorandum, dated February 20, 2015, (ii) that certain Preliminary Private Placement Memorandum Supplement, dated March 6, 2015, (iii) that certain Private Placement Memorandum, dated March 12, 2015, and (iv) that certain Private Placement Memorandum Supplement, dated March 16, 2015, all prepared by the Company in connection with the issuance and sale of the Shares, taken collectively together as a whole.

2. Except as expressly amended by the terms of this Amendment, the Placement Agency Agreement shall remain in full force and effect in accordance with its terms.

3. All capitalized terms used in this Amendment and not otherwise defined shall have the definitions ascribed to such terms in the Placement Agency Agreement.

4. References in the Placement Agency Agreement to the “ Agreement ” shall mean the Placement Agency Agreement, as amended by this Amendment.

5. This Amendment may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles.

[Signatures on following page.]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this Agreement, whereupon it will become a binding agreement between the Company, the OP and each Placement Agent in accordance with its terms.

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

COMPASS POINT RESEARCH & TRADING, LLC

Exhibit 10.4

SHAREHOLDER RIGHTS AGREEMENT

THIS SHAREHOLDER RIGHTS AGREEMENT is entered into as of March 19, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “ Company ”), Westport Capital Partners LLC, a Connecticut limited liability company (the “ Anchor Investor ”), as agent on behalf of certain investment entities managed or advised by the Anchor Investor, as set forth on the signature pages hereto (each, an “ Investor ,” and collectively, the “ Investors ”), and the Investors.

WHEREAS , on or about the date hereof, the Investors are purchasing from the Company                 shares of the Company’s Series C Mandatorily Convertible Cumulative Perpetual Preferred Stock, no par value (the “ Series C Preferred Stock ”), which are validly issued, fully paid and non-assessable. When purchased, the Series C Preferred Stock will have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth in the Company’s Articles Supplementary, dated March 17, 2015 (the “ Articles Supplementary ”). The Series C Preferred Stock will convert into shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), subject to, and in accordance with the terms and conditions of the Articles Supplementary;

WHEREAS , in connection with the purchase of the Series C Preferred Stock by the Investors and other Purchasers pursuant to the Securities Purchase Agreement dated March 17, 2015 (the “ Securities Purchase Agreement ”), the Parties desire to enter into this Agreement in order to generally set forth their respective rights and responsibilities, and to establish various arrangements and restrictions with respect to, among other things, (a) actions that may or may not be undertaken in respect of the Series C Preferred Stock and Common Stock, (b) the governance of the Company, (c) certain rights with respect to Series C Preferred Stock and Common Stock, and (d) other related matters with respect to the Company; and

WHEREAS , in connection with the Securities Purchase Agreement and this Agreement the Company, the Investors, along with other Purchasers have entered into a registration rights agreement (the “ Registration Rights Agreement ”).

NOW, THEREFORE , in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms.

As used herein, the following terms shall have the following meanings

“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, including, with respect to the Anchor Investor and each Investor, the Investors, and any investment entity or account managed or advised by the Anchor Investor; provided , however , that in no event shall the Company, any of its subsidiaries, or any of the Company’s other controlled Affiliates be deemed to be Affiliates of the Anchor Investor or the Investors for purposes of this Agreement.

“ Agreement ” means this Shareholder Rights Agreement, as it may be amended, restated, or otherwise modified from time to time, together with all exhibits, schedules, and other attachments hereto.

“ Anchor Investor ” has the meaning set forth in the Recitals hereto.

“ Articles Supplementary ” has the meaning set forth in the Recitals hereto.

“ Beneficial Ownership ” means with respect to any Security, the ownership of such Security by any “Beneficial Owner,” as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all Securities that such “person” has the right to acquire by conversion or exercise of other Securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “ Beneficially Owned ,” “ Beneficially Owned ” and “ Beneficial Owner ” shall have correlative meaning.

“ Board ” has the meaning set forth in Section 2.1 ( a ).

“ Board Observer ” has the meaning set forth in Section 2.1 ( d ).

“ Board Observation Rights ” means the right to present matters for consideration by the Board and to speak on matters presented by others at such meetings of the Board.

“ Capital Stock ” means, with respect to any Person at any time, any and all shares, interests, participations, or other equivalents (however designated, and whether voting or non-voting) of capital stock, partnership interests (whether general or limited), limited liability company membership interests, or equivalent ownership interests in, or issued by, such Person.

“ Closing ” has the meaning set forth in Section 2.1 ( a ).

“ Common Stock ” has the meaning set forth in the Recitals hereto.

“ Company ” has the meaning set forth in the Recitals hereto.

“ Exchange ” means, initially, the NASDAQ Capital Market and any successor thereto or, in the future, any other stock market on which the Common Stock or Series C Preferred Stock is listed.

“ Exchange Act ” means that Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

“ Equity Issuance ” means any issuance, sale or placement of any Common Stock or other Capital Stock of the Company or any of its subsidiaries, and any issuance, sale or placement of any other Securities of the Company or any of its subsidiaries that are convertible or exchangeable into Common Stock or other Capital Stock of the Company or any of its subsidiaries; provided , however , that no Permitted Issuance shall constitute or be deemed to constitute an “ Equity Issuance ” for purposes of this Agreement.

“ Governing Documents ” has the meaning set forth in Section 2.1 ( a ).

“ Investor Nominated Directors ” has the meaning set forth in Section 2.1 ( f ).

“ Investors ” and “ Investors ” has the meaning set forth in the Recitals hereto.

“ Law ” means any statue, law, regulation, ordinance, rule, injunction, order, decree, directive, or any similar form of decision of, or determination by, any governmental or self-regulatory authority.

“ Liquidation Preference ” means $1,000.

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“ Mailing Date ” has the meaning set forth in Section 2.1 ( a ).

“ Maturity Date ” has the meaning set forth in Section 3.2 ( a ).

“ Maturity Date Redemption Price ” has the meaning set forth in Section 3.2 ( a ).

“ Operating Partnership ” means Wheeler REIT, L.P., a Virginia limited partnership.

“ Options ” means any options, warrants, or other rights to subscribe for, purchase, or otherwise acquire shares of Capital Stock of the Company (or any successor thereto).

“ Oversight Right ” has the meaning set forth in Section 3.2 ( b ).

“ Oversight Appointment Right ” has the meaning set forth in Section 3.2 ( b ).

“ Parties ” means the Anchor Investor, the Company, the Anchor Investor and the Investors.

“ Permitted Issuance ” means (1) any issuance of Capital Stock (whether directly or pursuant to an exercise of an Option) under the current or future equity incentive plans of the Company (2) any issuance as consideration for a bona fide third-party acquisition, (3) any issuance of shares of Common Stock upon redemption of Operating Partnership units, in each case, pursuant to the Agreement of Limited Partnership of the Operating Partnership, and (4) the exercise and/or conversion, as applicable, of any convertible note, warrant or Series B Preferred Stock (assuming the terms of these securities are not altered after the date hereof), issued prior to March 19, 2015.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including any governmental authority.

“ Pro Rata Portion ” means, with respect to the Anchor Investors and its Affiliates at a given time and with respect to a given Equity Issuance, a number of shares of Common Stock, other Capital Stock or other Securities to be issued, sold or placed in the Equity Issuance equal to the product of (a) the number of shares of Common Stock, other Capital Stock or other Securities proposed to be issued, sold or placed in the Equity Issuance, multiplied by (b) a fraction, the numerator of which is the aggregate number of shares of Common Stock Beneficially Owned by the Anchor Investor and its Affiliates immediately prior to the Equity Issuance, and the denominator of which is the aggregate number of shares of outstanding Common Stock immediately prior to the Equity Issuance.

“ Purchasers ” means all purchasers entering into the Securities Purchase Agreement.

“ Registration Rights Agreement ” means that certain agreement dated March 17, 2015, pursuant to which the Company will agree to provide certain registration rights with respect to the Series C Preferred Stock and Common Stock under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

“ SEC ” means the Securities and Exchange Commission.

“ Securities ” or “ Security ” means Capital Stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, restricted stock units, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

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“ Securities Act ” mean the Securities Act of 1933, and the rules and regulations of the SEC thereunder.

“ Securities Purchase Agreement ” has the meaning set forth in the Recitals hereto.

“ Series C Preferred Stock ” has the meaning set forth in the Recitals hereto.

“ Trading Day ” shall mean, (i) if the Common Stock (as defined in the Charter) is listed or admitted to trading on the Nasdaq Stock Market, a day on which the Nasdaq Stock Market is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the Nasdaq Stock Market, but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“ Trading Market ” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Stock Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

ARTICLE II

GOVERNANCE

Section 2.1 The Anchor Investor’s Representation on the Board .

(a) Following the closing of the purchase and sale of the Series C Preferred Stock (the “ Closing ”), if the number of members constituting the Company’s board of Directors (the “ Board ”) is not at least nine (9), at the Anchor Investor’s request, the Board shall promptly be reconstituted such that the number of members constituting the Board shall be at least (9), subject to increase or decrease by the Board from time-to-time, in accordance with the Company’s bylaws and charter, as amended (collectively the “ Governing Documents ”) and this Agreement. Following the Closing, subject to Section 2.1 (j), in the event the Series C Preferred Stock remains outstanding, as of seven (7) calendar days prior to the date of mailing of the Company’s definitive proxy statement (the “ Mailing Date ”) in connection with its annual meeting of the Company’s stockholder to be held on June 4, 2015, and any annual meeting thereafter (or consent in lieu of meeting) of the Company’s stockholders for the election of members of the Board, at the Anchor Investor’s request, the Company shall include one (1) person designated by the Anchor Investor as a member of the slate of Board nominees proposed by the Board for election by the Company’s stockholders, and, subject to the Board’s duties under Maryland law, shall recommend that the Company’s stockholders vote in favor of the election of such nominee.

(b) Following the Closing, subject to Section 2.1 (j), for any meeting (or consent in lieu of a meeting) of the Company’s stockholders for the election of members of the Board, (i) so long as the Anchor Investor, together with its Affiliates, Beneficially Own as of the Mailing Date at least four and nine-tenths percent (4.9%) of the Company’s outstanding Common Stock, upon the request of the Anchor Investor, the Company shall include one (1) person designated by the Anchor Investor as a member of the slate of Board nominees proposed by the Board for election by the Company’s stockholders and, subject to the Board’s duties under Maryland law, shall recommend that the Company’s stockholders vote in favor of the election of such nominee.

(c) Following the Closing, (A) in the event the Anchor Investor exercises its Oversight Appointment Right (as defined in Section 3.2 ( b ) below), and (B) (i) the Series C Preferred Stock remains

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outstanding or (ii) so long as the Anchor Investor, together with its Affiliates, Beneficially Own as of the Mailing Date at least nine and eight-tenths percent (9.8%) of the Company’s outstanding Common Stock, if the number of members constituting the Board is not at least ten (10), at the Anchor Investor’s request, the Board shall promptly be reconstituted such that the number of members constituting the Board shall be at least (10) and the number of total members constituting the Board shall be no greater than ten (10) pursuant to Section 3.2(b), and the Company shall include one (1) person (for a maximum of two total persons when combined with the rights set forth in Section 2.1 ( a )-( b ) above) designated by the Anchor Investor as a member of the slate of Board nominees proposed by the Board for election by the Company’s stockholders and, subject to the Board’s duties under Maryland law, shall recommend that the Company’s stockholders vote in favor of the election of such nominee.

(d) (A) Following the Closing, so long as (i) the Series C Preferred Stock remains outstanding or (ii) the Anchor Investor, together with its Affiliates, Beneficially Own at least four and nine-tenths percent (4.9%) of the Company’s outstanding Common Stock, and so long as an Investor Nominated Director is not currently serving as a member of the Board pursuant to Section 2.1 ( a )-( b ) above, the Anchor Investor shall have the right to designate one person with Board Observation Rights (“ Board Observer ”).

(B) In the event the Anchor Investor exercises its Oversight Appointment Right (as defined in Section 3.2 ( b ) below), and the Anchor Investor, together with its Affiliates, Beneficially Own greater than four and nine-tenths percent (4.9%) of the Company’s outstanding Common Stock, and so long as an Investor Nominated Director is not currently serving as a member of the Board pursuant to Section 2.1 ( c ) above, the Anchor Investor shall have the right to designate one (1) Board Observer, in addition, for the avoidance of doubt, to any Board Observer pursuant to Section 2.1(d)(i) or Investor Nominated Director, pursuant to Section 2.1(a)-(b).

A Board Observer shall not be entitled to attend meetings of any Board committee except for meetings of special or standing committees to which the Board Observer has been granted in writing by the Board the right to attend one or more such meetings. A Board Observer shall not have the right to vote on any matter presented to the Board or any committee thereof. Pursuant to Nasdaq Staff Interpretations, the Board, the Audit Committee, Nominating Committee and Compensation Committee may exclude any Board Observer designated pursuant to Section 3.2(d)(ii) from their proceedings at their discretion.

(e) Except as otherwise provided in Section 2.1(a) and (c), following the Company’s June 4, 2015 Annual Meeting, if the Anchor Investor, together with its Affiliates, Beneficially Own as of the Mailing Date less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Company shall not be required to include any persons designated by the Anchor Investor as members of the slate of Board nominees in connection with any meeting (or consent in lieu of a meeting) of the Company’s stockholders for the election of members of the Board.

(f) The member or members of the Board nominated or elected pursuant to Section 2.1 ( a )-( c ) above are referred to herein as the “ Investor Nominated Director .” The Board shall not withdraw any nomination or, subject to the Board’s duties under Maryland law, recommendation required under this Section 2.1 ( f ), unless the Anchor Investor delivers to the Board a written request for such withdrawal or the Board determines reasonably and in good faith after consultation with outside legal counsel that such Board nominee (i) is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the Exchange or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the Investor Nominated Director’s duty of loyalty to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law and that are felonies, violations of Law involving moral turpitude or are materially adverse to the Company or (iv) has engaged in any transaction involving the Company from which the

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Investor Nominated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction if such disclosure is required pursuant to the Governing Documents; provided , however , that the Anchor Investor shall have the right to replace such Board nominee with a new Board nominee.

(g) If the Anchor Investor’s, together with its Affiliates’, Beneficial Ownership of outstanding Common Stock was equal to or greater than, and subsequently falls below, any percentage threshold applicable to rights set forth in Section 2.1 ( b )-( d ) above, the Anchor Investor shall promptly cause any Investor Nominated Director with respect to which the Anchor Investor would no longer be able to designate for nomination under Section 2.1 (b)-(d) due to such reduced Beneficial Ownership to resign from the Board, and the Anchor Investor’s right to designate a director for nomination pursuant to Section 2.1(b), in the case of Beneficial Ownership below 4.9% or 2.1(c), in the case of Beneficial Ownership below 9.8%, as applicable, shall be terminated (even if the Anchor Investor or its Affiliates shall subsequently acquire additional shares of Common Stock). In addition, the Anchor Investor shall cause any Investor Nominated Director to resign from the Board and any committees on which such Investor Nominated Director serves, if such Investor Nominated Director, as determined reasonably by the Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company or a member of any such committees under any rule or regulation of the SEC, the Exchange or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the Investor Nominated Director’s duty of loyalty to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law and that are felonies, violations of Law involving moral turpitude or are materially adverse to the Company or (iv) has engaged in any transaction involving the Company from which the Investor Nominated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction if such disclosure is required pursuant to the Governing Documents or applicable Law; provided , however , that, subject to the limitations set forth in Section 2.1 ( a )-( d ) above, the Investor Anchor shall have the right to replace such resigning Investor Nominated Director with a new Investor Nominated Director, such newly-named Investor Nominated Director to be appointed promptly to the Board in place of the resigning Investor Nominated Director in the manner set forth in the Governing Documents for filling vacancies on the Board. Further, upon the resignation of any Investor Nominated Director, any rights granted to such Investor Nominated Director pursuant to Section 2.1 ( a )-( d ) above shall terminate forthwith; provided , however , that any newly-named Investor Nominated Director selected by the Investor to replace the resigning Investor Nominated Director shall be granted the rights set forth in Section 2.1 ( a )-( d ) above. Nothing in this paragraph (g) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as an Investor Nominated Director, whether during or after such person’s service on the Board.

(h) For so long as the Anchor Investor has the right to designate an Investor Nominated Director for nomination to the Board pursuant to Section 2.1 ( a )-( d ) above, the Board shall fill vacancies created by reason of death, removal or resignation of any Investor Nominated Director promptly upon request by the Anchor Investor and only as directed by the Anchor Investor, subject to the terms and conditions set forth in Section 2.1 ( a )-( d ) above and Section 2.1 ( j ) below. So long as the Anchor Investor has named a replacement within thirty (30) calendar days following any death, removal or resignation of an Investor Nominated Director, and prior to any appointment of such replacement in accordance with this Agreement, and subject to the Board’s duties under Maryland law, the Board agrees not to authorize or take, and agrees to cause each committee not to authorize or take, any action that would otherwise require the consent of an Investor Nominated Director until such time as such newly named Investor Nominated Director has been so appointed to the Board.

(i) Each Investor Nominated Director that is elected to the Board shall be indemnified by the Company and its subsidiaries, if applicable, for any and all liabilities, damages, losses, settlements,

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claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, attorneys’ fees) (any of the foregoing, a “ Claim ”) in connection with his or her service as a member of the Board including the reimbursement of each Investor Nominated Director for legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Investor Nominated Director in connection therewith to the fullest extent permitted by Law and the Governing Documents and will be exculpated from liability for damages to the fullest extent permitted by Law and the Governing Documents. Without limiting the foregoing in this Section 2.1(i) , each Investor Nominated Director who is elected to the Board shall be entitled to receive from the Company and its subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board as is provided for each of the other members of the Board, which at all times shall be maintained for such Investor Nominated Directors in the amount of at least $5 million in the aggregate with the Company’s directors on the Board. The Company shall advance all expenses reasonably incurred by or on behalf of the Investor Nominated Director in connection with any Claim or potential Claim within twenty (20) calendar days after the receipt by the Company of a statement or statements from the Investor Nominated Director requesting such advance payment or payments from time to time. If a court or arbitrator makes a judicial determination at a later date that the Indemnitee was not entitled to such indemnification, then such Investor Nominated Director will refund to the Company an amount equal to the amount of the advances made to such Investor Nominated Director.

(j) The Anchor Investor shall only designate a person to be an Investor Nominated Director (i) who the Anchor Investor believes in good faith has the requisite skill and experience to serve as a director of a publicly-traded company, (ii) who is not prohibited from or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, the Exchange or applicable Law, (iii) who meets the applicable independence standards required by the listing rules of the Exchange, and (iv) with respect to which no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the 1934 Act has occurred. Notwithstanding anything to the contrary in this Section 2.1 , the parties hereto agree that members of the Board shall retain the right to object to the nomination, election or appointment of any Investor Nominated Director for service on the Board if the members of the Board reasonably determine in good faith, after consultation with outside legal counsel, that such Investor Nominated Director fails to meet the criteria set forth above. In the event that the members of the Board reasonably object to the nomination, election or appointment of any Investor Nominated Director to the Board pursuant to the terms of this Section 2.1(j) , the Board shall nominate or appoint, as applicable, another individual designated by the Investor as the Investor Nominated Director nominated for election to the Board that meets the criteria set forth in this Section 2.1(j) and Section 2.1(k) hereof.

(l) Notwithstanding anything to the contrary in this Section 2.1 , nothing shall prevent the Board from acting in accordance with their respective duties under Maryland law or applicable Law or Exchange requirements. The Board shall have no obligation to nominate, elect or appoint any Investor Nominated Director if such nomination, election or appointment would violate applicable Law or Exchange requirements or result in a breach by the Board of its duties to the Company and its stockholders; provided , however , that the foregoing shall not affect the right of the Anchor Investor to designate an alternative individual as the Investor Nominated Director nominated for election to the Board, subject to the other terms, conditions and provisions in this Article II .

(m) The Investor Nominated Directors shall be entitled to compensation and the reimbursement of expenses in accordance with the Company’s compensation of non-employee directors in effect from time to time in connection with their service on the Board. Such compensation and reimbursement of expenses, if any, shall be paid to an account or accounts as specified by the Anchor Investor.

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ARTICLE III

PREMPTIVE RIGHTS AND LIQUIDITY RIGHTS

Section 3.1 Preemptive Rights .

(a) For so long as the Anchor Investor, together with its Affiliates, Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Anchor Investor or one or more of their designated Affiliates shall have the option and right (but not the obligation) to participate (or nominate any of its Affiliates to participate) in any Equity Issuance by purchasing in the aggregate up to the Anchor Investors’ and its Affiliates’ Pro Rata Portion of such Equity Issuance at the same price and the same terms and conditions as offered to other investors in the Equity Issuance. The Company agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow the Anchor Investor or its Affiliates, as applicable, to fully participate in any Equity Issuance in accordance with the provisions of this Agreement.

(b) In the event the Company proposes to undertake an Equity Issuance, the Company shall promptly give the Anchor Investor prior written notice of its intention, describing the type of equity interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and a reasonable estimate thereof), the timing of such proposed Equity Issuance and the general terms and conditions upon which the Company proposes to effect the Equity Issuance. The Anchor Investor and its Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such shorter period, that shall be as long as practicable and in no event less than eleven (11) calendar days, as may be required in order for the Anchor Investor and its Affiliates to participate in such proposed Equity Issuance) from the date the Anchor Investor receives notice of the proposed Equity Issuance to elect to purchase (or nominate any of its Affiliates to purchase) up to the Anchor Investor, together with its Affiliates, Pro Rata Portion of such Equity Issuance for the consideration and upon the terms specified in the notice provided by the Company pursuant to this Section 3.1 ( b ) by giving written notice to the Company and stating therein the quantity of equity interests to be purchased. Any such notice shall be irrevocable; provided, however, that if the terms of the Equity Issuance are materially modified, then the Anchor Investor and its Affiliates will be provided the opportunity to withdraw or similarly participate on such modified terms. Any purchase of equity interests by the Anchor Investor and its Affiliates pursuant to this Section 3.1 ( b ) shall occur contemporaneously with, and be subject to the same terms and conditions as, the closing of the sale of the equity interests by the Company to the other parties in the Equity Issuance.

(c) The purchase by the Anchor Investor and its Affiliates of equity interests pursuant to this Section 3.1 shall be subject to the limitations on stock ownership set forth in the Company’s Governing Documents.

(d) In the event that neither the Anchor Investor nor any of its Affiliates exercise the right forth in this Section 3.1 within the applicable period as set forth above, the Company shall be permitted to sell the equity interests in respect of which such pre-emptive rights were not exercised. In the event that the Company has not sold the equity interests within ninety (150) days of its notice to Investor as contemplated by Section 3.1 , for purposes of this Section 3.1 such proposed Equity Issuance shall be deemed to have been terminated, and the Company shall provide Anchor Investor with a new notice prior to undertaking a subsequent Equity Issuance.

(e) The Company shall have the right, in its sole discretion, at all times prior to consummation of any proposed Equity Issuance giving rise to the rights granted by this Section 3.1 , to abandon, withdraw or otherwise terminate such proposed Equity Issuance, without any liability to the Anchor Investor or its Affiliates.

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Section 3.2 Liquidity and Oversight Rights .

(a) If any shares of Series C Preferred Stock remain outstanding on March 19, 2018 (the “ Maturity Date ”), the Company shall redeem all such shares of Series C Preferred Stock in cash in an amount equal to the Liquidation Preference plus all accrued and unpaid dividends to and including the Maturity Date for each such share of Series C Preferred Stock (the “ Maturity Date Redemption Price ”). The Company shall pay the Maturity Date Redemption Price on the Maturity Date by wire transfer of immediately available funds to an account designated in writing by such holder of Series C Preferred Stock. If the Company fails to redeem all of the Series C Preferred Stock outstanding on the Maturity Date by payment of the Maturity Date Redemption Price for each such share of Series C Preferred Stock, then in addition to any remedy such holder of Series C Preferred Stock may have, in addition to the dividends due on the unredeemed Series C Preferred Stock, the applicable Maturity Date Redemption Price payable in respect of such unredeemed Series C Preferred Stock shall bear interest at the rate of one percent (1.0%) per month, prorated for partial months, compounded monthly, until paid in full.

(b) If, on or the Maturity Date, the last reported sales price of the Company’s Common Stock on the Nasdaq Capital Market or any national securities exchange on which the Common Stock is then listed has not exceeded $3.45 per share (subject to proportionate adjustment for stock splits, stock dividends, stock combinations, reverse stock splits, reclassifications, recapitalizations and other capital changes or similar events) during any consecutive ten Trading Day period during the 180 calendar days prior to the Maturity Date and any of the Anchor Investor or its Affiliates continue to, in the aggregate, Beneficially Own 4.9% or greater of the outstanding Common Stock, the Anchor Investor will have a right (the “ Oversight Right ”) to require the Company to submit quarterly business plans reasonably prepared and in good faith setting forth all material business activities planned for each ensuing fiscal quarter to the Anchor Investor. The Oversight Right must be exercised by written notice to the Company by the Anchor Investor within 10 calendar days after the Maturity Date. To the extent that any expenditures or other items relating to the income statement, balance sheet or cash flows set forth in any such quarterly business plan for any particular fiscal quarter deviate from the initial quarterly business plan of the Company by 5.0% or greater, the Company is prohibited from making such expenditure or taking any such action, and from adopting such quarterly business plan, unless the Company received the Anchor Investor’s approval, which may be given or withheld in the Anchor Investor’s sole discretion. To the extent the Anchor Investor exercises the Oversight Right, the Company will maintain a Board of Directors having no more than ten (10) members, and the Anchor Investor will have the right to nominate either an Investor Director Nominee pursuant to Section 2.1(c) or a Board Observer pursuant to Section 2.1(d)(ii) (the “ Oversight Appointment Right ”).

4. Miscellaneous .

(a) Disclosure . The Company shall not publicly disclose the name of the Anchor Investor or any Affiliate, or include the name of the Anchor Investor or any Affiliate, in any press release or filing with the SEC (other than a registration statement) or any regulatory agency or Trading Market, without the prior written consent of the Anchor Investor, except (i) as required by federal securities law in connection with (A) any Registration Statement contemplated by the Registration Rights Agreements, (B) the Company’s proxy statement pursuant to Section 14(a) of the Exchange Act, and (C) the filing of final Transaction Documents (as defined in the Securities Purchase Agreement) with the SEC, and (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or as required by Trading Market regulations, in which case the Company shall provide the Anchor Investor with prior written notice of such disclosure permitted under subclause (i) or (ii) except to the extent not permitted by law or impracticable.

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(b) Amendment . No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party.

(c) Waivers . The conditions to each party’s obligations in the Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver and an intention to amend or waive such provision or provisions.

(d) Counterparts and Facsimile . For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

(e) Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

(f) Notices . All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Anchor Investor or Investors, shall be delivered to c/o Westport Capital Partners LLC; 40 Danbury Road, Wilton, CT 06897; Attn: Marc Porosoff, Principal and General Counsel, with copies to a Schulte Roth & Zabel LLP, 919 Third Avenue, New York, NY 10022, fax no. 212.593.5955, Attention: Eleazer Klein; or if sent to the Company, shall be delivered to Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Boulevard, Virginia Beach, Virginia, fax no. (717) 774-7383 Attention: Jon S. Wheeler, with a copy to Haneberg, PLC, 310 Granite Ave., Richmond, Virginia 23226, email: brad@haneberg.us, Attention: Brad Haneberg, Esq. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

(g) Captions . The section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

(h) No Third Party Beneficiaries . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Parties hereto, any benefit right or remedies.

(i) Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

(j) Successors, Assigns and Transferees . This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, legatees, successors, and assigns and any other transferee.

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(k) Assignment . This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of the Parties hereto and any purported or attempted assignment or other transfer of rights or obligations under this Agreement without such consent shall be void and of no force or effect.

(l) Expenses; Attorney’s Fees . Except as explicitly otherwise provided herein, each party will be solely responsible for its fees and expenses in connection with the transactions contemplated herein, including the fees and expenses of their respective attorneys, accountants, investment bankers and consultants. In any action or proceeding brought to enforce any provision of this Agreement, the successful Party shall be entitled to recover reasonable attorney’s fees and expenses in addition to any other available remedy.

(m) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(n) Entire Agreement . This Agreement (including the Exhibits hereto) and the Transaction Documents constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

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Exhibit 10.5

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Riversedge North

2529 Virginia Beach Boulevard

Virginia Beach, VA 23452

March 19, 2015

MFP Partners, L.P.

667 Madison Avenue

25 ^th Floor

New York, New York 10065

Dear Sirs:

This letter is to confirm that, so long as MFP Partners, L.P. or any of its affiliates (collectively, the “ Investor ”) holds in the aggregate no less than 50% of the number of shares of the Series C Mandatorily Convertible Cumulative Perpetual Preferred Stock (the “ Series C Preferred Stock ”) (or shares of common stock, par value $0.01 per share (the “ Common Stock ”), issued upon conversion of shares of Series C Preferred Stock) (in each case as such number of shares may be adjusted for subsequent stock dividends, combinations, stock splits, recapitalizations and the like) of Wheeler Real Estate Investment Trust, Inc. (the “ Company ”) purchased by Investor pursuant to the Securities Purchase Agreement dated the date hereof (collectively referred to as the “ Shares ”), the Company hereby grants Investor the right to designate one (1) individual (the “ Observer ”) who shall be a representative of Investor, to attend all meetings (whether in person, telephonic or otherwise) of the Company’s Board of Directors (the “ Board ”) and committees of the Board in a non-voting, observer capacity, and, in this respect, shall provide to the Observer copies of all notes, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors with respect to such Board and committee meetings; provided , however , the Board (or the committee, as applicable) can exclude the observers from the proceedings at the good faith discretion of the Board (or the committee, as applicable) to the extent it deems necessary in satisfaction of its fiduciary duties to the Company’s stockholders. If the Board (or committee, as applicable) determines that any information access restriction applies to the Observer, the Board shall so inform the Observer in advance of the meeting to which such restricted information relates and, to the extent possible under such restriction, shall indicate the reason for not providing the Observer with access to such information.

Confidential Information . Investor acknowledges that if it elects to exercise its right to designate an Observer, it and the Observer may receive or otherwise become privy to Confidential Information (as defined below) in connection with the observation rights provided for pursuant to this letter. Investor and the Observer will keep confidential and will not disclose or divulge to any third party any Confidential Information obtained from the Company pursuant to the terms of this Agreement (a) other than to any of Investor’s or the Observer’s attorneys, accountants, consultants, and other professionals, in connection with their provision of services

to Investor or the Observer; or (b) except to the extent required by law, rule, regulation or legal process or requested by any governmental, regulatory or self-regulatory authority. In addition, Investor acknowledges that while in possession of Confidential Information, it will comply with United States securities laws with respect to trading in Company securities to the extent the Investor is in possession of material nonpublic information of the Company, as that term is used in Regulation FD.

As used in this letter, “ Confidential Information ” means all confidential information and materials that Investor and the Observer receive, or are given access to, in connection with meetings of the Board pursuant to this letter. However, Confidential Information will not include any information that: (i) was or becomes legally in the possession of Investor or the Observer or publicly available without any violation of this Agreement by Investor or the Observer (including, without limitation, information that becomes available to Investor without reliance on information, knowledge or data provided by the Company that has not become publicly known or been made available in the public domain); (ii) has been acquired by Investor or the Observer without any obligation of confidentiality before receipt of such information from the Company; (iii) has been furnished to Investor or the Observer by a third party without any obligation of confidentiality; (iv) information that is independently acquired or developed by Investor or the Observer; or (v) information that is explicitly approved in writing for release by the Company prior to any disclosure or use by Investor or the Observer.

The rights of Investor described in this letter will terminate when the Investor no longer holds at least 50% of the Shares.

[Acceptance page follows]

Acceptance

We hereby accept the rights and obligations set forth in the Board Observer Rights letter to which this Acceptance is attached, and we agree to the terms set forth therein as of March 19, 2015.

Exhibit 10.6

AMENDMENT TO THE

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

WHEELER REIT, L.P.

DESIGNATION OF SERIES C

MANDITORILY CONVERTIBLE PREFERRED UNITS

March 19, 2015

Pursuant to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of the Series C Manditorily Convertible Cumulative Perpetual Preferred Stock, without par value per share (the “Series C Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series C Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series C Preferred Stock to the Partnership:

1. Designation and Number . A series of Preferred Units (as defined below), designated the “Series C Mandatorily Convertible Preferred Units” (the “Series C Preferred Units”), is hereby established. The number of authorized Series C Preferred Units shall be 90,000.

2. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement, including any amendments thereto. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below:

“Articles Supplementary” means the Articles Supplementary of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on March 17, 2015, designating the terms, rights and preferences of the Series C Preferred Shares.

“Base Liquidation Preference” shall have the meaning provided in Section 6(a).

“Common Stock” means one share of common stock of beneficial interest of the General Partner.

“Distribution Record Date” shall have the meaning provided in Section 5(a).

“Junior Units” shall have the meaning provided in Section 4.

“Maturity Date” shall have the meaning provided in Section 7.

“Maturity Date Redemption Price” shall have the meaning provided in Section 7.

“Parity Units” shall have the meaning provided in Section 4.

“Partnership” shall mean Wheeler REIT, L.P., a Virginia Partnership.

“Partnership Agreement” shall have the meaning provided in the recital above.

“Preferred Units” means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 7.1 of the Partnership Agreement.

“Senior Units” shall have the meaning provided in Section 4.

“Series C Preferred Return” shall have the meaning provided in Section 5(a).

“Series C Preferred Stock” shall have the meaning provided in the recital above.

“Series C Preferred Unit Distribution Payment Date” shall have the meaning provided in Section 5(a).

“Series C Preferred Units” shall have the meaning provided in Section 1.

3. Maturity . The Series C Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Rank . The Series C Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to the Partnership Common Units and to all Partnership Units the terms of which specifically provide that such Partnership Units shall rank junior to such Series C Preferred Units (the “Junior Units”); (b) on a parity with any Preferred Units that are issued to the General Partner with terms that are substantially similar to the currently outstanding Series A Preferred Stock and the Series B Preferred Stock of the General Partner of the Partnership (the “Parity Units”); and (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units shall rank senior to the Series C Preferred Units (the “Senior Units”).

5. Distributions .

(a) As of the date hereof, the Series C Preferred Units shall be entitled to receive, when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, preferential cumulative cash distributions equal to any distributions paid by the Partnership on the Partnership Common Units (other than dividends or other distributions payable in Partnership Common Units or other Junior Units). On and after June 19, 2015, the Series C Preferred Units, to the extent outstanding, shall be entitled to receive when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, preferential cumulative cash distributions equal to (i) 15.0% per annum, minus (ii) any distribution payable pursuant to the immediately preceding sentence (the “Series C Preferred Return”). The Series C Preferred Return shall be payable quarterly, in equal amounts, on or about the 15 ^th day of January, April, July and October of each year (or, if not a business day, the next succeeding business day, each a “Series C Preferred Unit Distribution Payment Date’’) for the period ending on such Series C Preferred Unit Distribution Payment Date, commencing on April 15, 2015. “Business day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to close. Any quarterly distribution payable on the Series C Preferred Units for any partial distribution period

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will be computed on the basis of twelve 30-day months and a 360-day year. Distributions will be payable in arrears to holders of record of the Series C Preferred Units as they appear on the records of the Partnership at the close of business on the applicable record date, which shall be the first day of the calendar month in which the applicable Series C Preferred Unit Distribution Payment Date occurs or such other date designated by the General Partner of the Partnership for the payment of distributions that is not more than 90 nor less than 10 days prior to such Series C Preferred Unit Distribution Payment Date (each, a “Distribution Record Date”).

(b) No distribution on the Series C Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to the indebtedness of either of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c) Notwithstanding the foregoing, distributions on the Series C Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are declared and whether or not such is prohibited by agreement. Accumulated but unpaid distributions on the Series C Preferred Units will accumulate as of the Series C Preferred Unit Distribution Payment Date on which they become payable or on the date of redemption, as the case may be. Accrued but unpaid distributions on the Series C Preferred Units will not bear interest and holders of the Series C Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on any Junior Units or Parity Units of the Partnership (other than a distribution in Partnership Common Units or other Junior Units) for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series C Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Units and any Parity Units, all distributions declared upon the Series C Preferred Units and any Parity Units shall be declared pro rata so that the amount of distributions declared per Series C Preferred Unit and such Parity Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such Parity Units (which shall not include any accrual in respect of unpaid distributions for prior distribution periods if such Parity Units do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series C Preferred Units which may be in arrears.

(d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on the Series C Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the current distribution period, no distributions (other than in Partnership Common Units or other Junior Units of the Partnership) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Junior Units or the Parity Units, nor shall any Junior Units or Parity Units be redeemed,

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purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Partnership (except (i) by conversion into or exchange for Partnership Common Units or other Junior Units of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the General Partner for officers, trustees or employees or others performing or providing similar services, or (iii) by other redemption, purchase or acquisition of such equity securities by the General Partner for the purpose of preserving the General Partner’s status as a REIT). Holders of Series C Preferred Units shall not be entitled to any distribution, whether payable in cash, property or stock, in excess of full cumulative distributions on the Series C Preferred Units as provided above. Any distribution made on the Series C Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable.

(e) In determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition of the Partnership Units or otherwise is permitted under Virginia law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution.

6. Liquidation Preference .

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series C Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $1,000 per Series C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to the Partnership Common Units or other Junior Units.

(b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series C Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Preferred Units and any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full.

(c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series C Preferred Units and any Parity Units, any other series or class or classes of Junior Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Units and any Parity Units shall not be entitled to share therein.

(d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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7. Redemption .

If any Series C Units remain outstanding on March 19, 2018 (the “ Maturity Date ”), the Partnership shall redeem all such Series C Units in cash in an amount equal to the Base Liquidation Preference, plus an amount equal to all accumulated and unpaid distributions to and including the Maturity Date for each such unit (the “ Maturity Date Redemption Price ”). The Partnership shall pay the Maturity Date Redemption Price on the Maturity Date by wire transfer of immediately available funds to an account designated in writing by such holder of Series C Unit. If the Partnership fails to redeem all of the Series C Units outstanding on the Maturity Date by payment of the Maturity Date Redemption Price for each such Series C Unit, then in addition to any remedy such holder of Series C Preferred Unit may have, in addition to the distributions due under Section 5(a), the applicable Maturity Date Redemption Price payable in respect of such unredeemed Series C Preferred Units shall bear interest at the rate of one percent (1.0%) per month, prorated for partial months, compounded monthly, until paid in full.

8. Conversion . The Series C Preferred Units are not convertible or exchangeable for any other property or securities, except as provided herein.

(a) In the event that the Series C Preferred Stock of the General Partner is converted into Common Stock of the General Partner in accordance with the terms of the Articles Supplementary, then, concurrently therewith, an equivalent number of Series C Preferred Units of the Partnership held by the General Partner shall be automatically converted into a number of Partnership Common Units equal to the number of Common Stock issued upon conversion of such Series C Preferred Stock. Any such conversion will be effective at the same time the conversion of Series C Preferred Shares into Common Shares is effective.

(b) No fractional units will be issued in connection with the conversion of Series C Preferred Units into Partnership Common Units. In lieu of fractional Partnership Common Units, the General Partner shall be entitled to receive a cash payment in respect of any fractional unit in an amount equal to the fractional interest multiplied by the closing price of a Common Stock on the date the Series C Preferred Stock is surrendered for conversion by a holder thereof.

9. Priority Allocation .

Section 6.2 of the Partnership Agreement is hereby amended to include Section 6.2.D as follows:

D. Priority Allocation . After giving effect to the allocations set forth in Sections 6.4 hereof, but before giving effect to the allocations set forth in Section 6.2.A, Net Operating Income shall be allocated to the General Partner until the aggregate amount of Net Operating Income allocated to the General Partner under this Section 6.2.D for the current and all prior Partnership Years equals the aggregate amount of the Series C Preferred Return paid to or accrued by the General Partner for the current and all prior Partnership Years; provided, however, that the General Partner may, in its discretion, allocate Net Operating Income based on

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accrued Series C Preferred Return with respect to Series C Preferred Unit Distribution Payment Date occurring in January if the General Partner sets the Distribution Record Date for such Series C Preferred Unit Distribution Payment Date on or prior to December 31 of the previous Partnership Year. For purposes of this Section 6.2.D, “Net Operating Income” means the excess, if any, of the Partnership’s gross income over its expenses (but not taking into account depreciation, amortization, or any other noncash expenses of the Partnership), calculated in accordance with the principles of the definition of “ Net Income ” herein.

10. Full Force and Effect . Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

Exhibit 10.7

LETTER AGREEMENT

THIS LETTER AGREEMENT is entered into as of March 17, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “ Company ”) and Jon S. Wheeler.

WHEREAS , Mr. Wheeler currently Beneficially Owns (as defined below) voting securities of the Company; and

WHEREAS , each of Mr. Wheeler and the Company acknowledge that it is to the mutual benefit of the parties hereto to provide for the future voting of the Company’s voting securities held by Mr. Wheeler in a manner that is consistent with the future recommendations and desires of the Company’s board of Directors (the “ Board ”) as set forth below;

NOW, THEREFORE , in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Voting . Jon S. Wheeler hereby agrees to vote any voting securities of the Company he Beneficially Owns, if such securities are eligible to so vote, for the election of Howard Fife or any other person, if reasonably acceptable to Mr. Wheeler, that is a member of the slate of Board nominees proposed by the Board for election by the Company’s stockholders. “ Beneficial Ownership ” means with respect to any security, the ownership of such security by any “Beneficial Owner,” as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), except that, in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all Securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

2. Miscellaneous .

(a) Amendment . No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party.

(b) Waivers . The conditions to each party’s obligations in the Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver and an intention to amend or waive such provision or provisions.

(c) Counterparts and Facsimile . For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

(d) Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

(e) Notices . All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Mr. Wheeler, shall be delivered to [                    ]; or if sent to the Company, shall be delivered to Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Boulevard, Virginia Beach, Virginia, fax no. (717) 774-7383 Attention: Jon S. Wheeler, with a copy to Haneberg, PLC, 310 Granite Ave., Richmond, Virginia 23226, email: brad@haneberg.us, Attention: Brad Haneberg, Esq. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

(f) Captions . The section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

(g) No Third Party Beneficiaries . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Parties hereto, any benefit right or remedies.

(h) Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

(i) Successors, Assigns and Transferees . This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, legatees, successors, and assigns and any other transferee.

(j) Assignment . This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of the parties hereto and any purported or attempted assignment or other transfer of rights or obligations under this Agreement without such consent shall be void and of no force or effect.

(k) Expenses; Attorney’s Fees . Each party will be solely responsible for its fees and expenses in connection with the transactions contemplated herein, including the fees and expenses of their respective attorneys, accountants, investment bankers and consultants. In any action or proceeding brought to enforce any provision of this Agreement, the successful party shall be entitled to recover reasonable attorney’s fees and expenses in addition to any other available remedy.

(l) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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(m) Entire Agreement . This Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.