Letter Agreement dated September 13, 2019

Wheeler Real Estate Investment Trust, Inc.

Riversedge North

2529 Virginia Beach Boulevard

Virginia Beach, Virginia 23452

Fax No. (717) 774-7383

Attention: David Kelly

With a copy to:

Haneberg, PLC

310 Granite Ave.

Richmond, Virginia 23226

Email: ***@***

Attention: Brad Haneberg, Esq.

Dear Mr. Kelly:

Reference is made to the Shareholder Rights Agreements, dated March 19, 2015 (the “Shareholder Rights Agreement”), by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”) and 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 (collectively, the “Investors”). The Anchor Investor hereby permanently and irrevocably waives all rights under Section 2 of the Shareholder Rights Agreement to (i) designate persons for election to the board of directors of the Company under the Shareholder Rights Agreement and (ii) to fill vacancies under Section 2(h) of the Shareholder Rights Agreement.

Except as modified by the provisions hereof, the Shareholder Rights Agreement remains unmodified and in full force and effect in accordance with its terms.

This letter agreement shall be governed and construed in accordance with the laws of the State of New York. This letter agreement may be executed in any number of counterparts, which together shall constitute this letter agreement.

Very truly yours,

By: /s/ Marc Porsoff        

Name: Marc Porsoff

Title: Principal and General Counsel

By: /s/ Steven A Russell    

Name: Steven A Russell

Title: Principal and Chief Administrative

Officer

Cc: Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Eleazer Klein (Via Email)