Exhibit 10.2


 


This
warrant and the securities issuable upon exercise of this warrant HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, or otherwise TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT in accordance with applicable state securities laws 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 THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 





	Warrant No. [__]	 	Date of Issuance: March
[__], 2021



 








WHEELER REAL ESTATE INVESTMENT TRUST,
INC.


 


COMMON STOCK PURCHASE WARRANT


 


FOR VALUE RECEIVED, Wheeler Real Estate
Investment Trust, Inc., a Maryland corporation (the “Company”), hereby certifies that [_____] (together with
its successors and assigns, the “Holder”), is entitled to purchase from the Company, at any time or from time
to time on or after the date hereof and before 5:00 p.m., Eastern time, on the 60-month anniversary of the date of issuance hereof
(such date, the “Expiration Date,” and such period, the “Exercise Period”), all or any portion
of an aggregate amount equal to [____] shares (subject to adjustment as provided herein, the “Warrant Shares,”
and together with this Warrant, the “Securities”) of the Company’s common stock, $0.01 par value per share
(“Common Stock”), for $[__] per share (subject to adjustment as provided herein, the “Exercise Price”),
upon the terms and subject to the conditions set forth herein.


 


This Warrant is hereby issued in connection
with, and is a condition precedent to, the Financing Agreement, dated as of March [__], 2021 (the “Financing Agreement”),
by and among the Company as borrower, each Subsidiary of the Company party thereto as a guarantor, the lenders from time to time
party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. Unless otherwise separately
defined herein, all capitalized terms used in this Warrant shall have the respective meanings ascribed to them in the Financing
Agreement. For the avoidance of doubt, this Warrant will survive the repayment in full of the loans under the Financing Agreement
and/or the termination of the Financing Agreement or any other document entered into in connection therewith.


 


		1.	REGISTER.  The Company
shall properly maintain books for the registration and any transfer of this Warrant.  Upon the initial issuance of this Warrant,
the Company shall issue and register this Warrant in the name of the Holder.



 


		2.	No Impairment.



 


		2.1	The Company shall not, by amendment of its organizational documents or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant but will at all times in good faith take any and all action as
may be necessary, appropriate, or reasonably requested by the Holder, in order to protect the rights of the Holder against dilution
or other impairment.



 






    


     


    

 


		2.2	Without limiting the generality of the foregoing, the Company (a) will at all times reserve
and keep available, solely for issuance and delivery upon exercise of this Warrant, the maximum number of authorized but unissued
Warrant Shares issuable from time to time upon the exercise of this Warrant; (b) will not increase the par value of the shares
receivable upon exercise of this Warrant above the amount payable in respect thereof upon such exercise; (c) will take all
such action as may be necessary or appropriate to ensure that upon the exercise of this Warrant (or any portion of it), the Company
duly authorizes, and validly and legally issues, fully paid and nonassessable Warrant Shares, owned of record and beneficially
by the Holder (or its designee), free and clear of all liens, charges, encumbrances, or other adverse claims or restrictions on
title or transfer of any nature whatsoever, and without violation of any preemptive or similar rights; and (d) will use its
commercially reasonable efforts to obtain any authorization, consent, order or exemption of or from any governmental authority
as may be necessary to enable the Company to perform its obligations hereunder.



 


		3.	Exercise of Warrant.



 


		3.1	Exercise for Cash. At any time and from time
to time during the Exercise Period, the Holder may exercise this Warrant as to all or any portion of the whole number of unexercised
Warrant Shares by: (a) surrender of this Warrant (in whole or in part) (or, in the event of its loss, theft, destruction,
or mutilation, evidence thereof), accompanied by an executed exercise notice, in the form attached hereto as Exhibit A
(an “Exercise Notice”), to the Company at its principal office at 2529 Virginia Beach Boulevard, Suite 200,
Virginia Beach, Virginia 23452; and (b) payment, in the amount of the aggregate Exercise Price in respect of the Warrant Shares
as to which this Warrant is being exercised, made by (solely at the Holder’s option) cash, check payable to the order of
the Company, or wire transfer of funds to an account designated in writing by the Company) (each date of delivery of such Exercise
Notice, a “Cash Exercise Date”).



 


		3.2	CASHLESS EXERCISE. Notwithstanding any other provision hereof to the contrary, the Holder
may elect to receive, without payment by the Holder of the aggregate Exercise Price in respect of the shares of Common Stock to
be acquired, shares of Common Stock in accordance with the formula in the following sentence by surrender of this Warrant (in whole
or in part) (or, in the event of its loss, theft, destruction, or mutilation, evidence thereof), accompanied by an executed Exercise
Notice, to the Company at its principal office at 2529 Virginia Beach Boulevard, Suite 200, Virginia Beach, Virginia 23452 (each
date of delivery of such Exercise Notice, a “Cashless Exercise Date,” and together with any “Cash Exercise
Date,” an “Exercise Date”).  Upon delivery thereof, the Company shall issue to the Holder the
number of fully paid, validly and legally issued and nonassessable shares of Common Stock, as is computed using the following formula:



 


 


 





where


 


X = the number of shares of Common
Stock that the Holder is entitled to acquire;


 


Y = the total number of shares
of Common Stock for which the Holder has elected to exercise this Warrant on the applicable Cashless Exercise Date (including,
for the avoidance of doubt, shares to be issued to the Holder and shares as to which the purchase rights are to be canceled as
payment therefor);


 






    -2-


     


    

 


A = the volume-weighted average
price per share (“VWAP”) of Common Stock on the Nasdaq Capital
Market (or any other national securities exchange on which the shares of Common Stock are then listed) reported by Bloomberg L.P.
for the fifteen (15) trading days immediately prior to (but not including) the applicable Cashless Exercise Date (or,
if such volume-weighted average price per share of Common Stock during such fifteen (15)-trading day period is unavailable, the
market value of one (1) share of Common Stock during such fifteen (15)-trading day period as determined in good faith by the Company’s
Board of Directors and the Holder, using a volume-weighted average price method; provided that if the Company’s
Board of Directors and the Holder are unable to agree upon such market value, then the Company and the Holder shall jointly select
an appraiser who is experienced in such matters, and the decision of such appraiser shall be final and conclusive, with the cost
of such appraiser to be borne equally by the Company and the Holder); and


 


B = the Exercise Price in effect
under this Warrant on the applicable Cashless Exercise Date.


 


		3.3	Issuance VIA BOOK-ENTRY OR CertificateD FORM; dELIVERY
OF NEW WARRANT. Upon the exercise of this Warrant (in whole or in part), the Company will, as promptly as practicable
(and in any event within ten (10) days after the applicable Exercise Date), at its expense (including the payment by the Company
of any applicable issue or transfer taxes), issue in book-entry form and deliver (or cause to be issued and delivered) to the Holder
(or the Holder’s designee, as specified in the Exercise Notice) the number of duly authorized, validly and legally issued,
fully paid and nonassessable Warrant Shares to which the Holder is entitled upon such exercise of this Warrant; provided, however,
that (solely at the Holder’s option) the Company will execute, issue, and deliver (or cause to be executed, issued, and delivered)
to the Holder a certificate or certificates for such Warrant Shares. This Warrant shall be deemed to have been so exercised, and
the Warrant Shares so purchased shall be deemed to have been issued to the Holder (or the Holder’s designee, as specified
in the Exercise Notice) as the record owner of such shares, each as of the close of business on the applicable Exercise Date. The
Warrant Shares (and, if applicable, certificate(s) representing the Warrant Shares) so delivered shall be in such denomination(s)
as may be requested by the Holder and shall be registered in the name of the Holder (or such other name as may be designated by
the Holder, as specified in the Exercise Notice).  Any such certificate(s) shall be dated and shall be deemed to be effective
as of the applicable Exercise Date, notwithstanding any delays in the actual execution, issuance, or delivery of the certificate(s).
In the event that this Warrant is exercised as to less than the aggregate amount of all shares issuable upon exercise of this Warrant
held by the Holder, the Company shall, at its expense, concurrently with the delivery of the exercised Warrant Shares (and, if
applicable, certificate(s) representing such Warrant Shares) issue and deliver a new Warrant to the Holder evidencing the right
to purchase the aggregate number of shares as to which this Warrant remains unexercised.



 


		3.4	FRACTIONAL SHARES. In respect of any fractional Warrant Share, upon the Holder’s exercise
of this Warrant (in whole or in part), the Company shall pay the Holder an amount in cash equal to the product of such fraction,
multiplied by the Market Price (as defined below in Section 3.5) of one (1) full share of Common Stock on the applicable
Exercise Date, in lieu of issuance of any share of Common Stock.



 






    -3-


     


    

 


		3.5	ADJUSTMENTS. Pursuant to the provisions of this Section 3.5, the Exercise Price and
number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth herein.



 


		3.5.1	If the Company, at any time or from time to time while this Warrant is outstanding, pays a dividend
or makes a distribution on its Common Stock in shares of Common Stock, subdivides its outstanding shares of Common Stock into a
greater number of shares, combines its outstanding shares of Common Stock into a smaller number of shares, or issues by reclassification
of its outstanding shares of Common Stock any shares of its capital stock (including in connection with a consolidation or merger
in which the Company is the continuing corporation), then: (i) the Exercise Price in effect immediately prior to (but not including)
the date on which such change becomes effective shall be reduced (and in no event increased) to an Exercise Price equal to the
product of (x) such Exercise Price and (y) a fraction, (A) the numerator of which is the number of shares of Common
Stock outstanding immediately prior to such change and (B) the denominator of which is the number of shares of Common Stock
outstanding immediately after giving effect to such change; and (ii) the number of Warrant Shares purchasable upon exercise
of this Warrant shall be increased to a number equal to the product of (x) the number of Warrant Shares purchasable upon exercise
immediately prior to (but not including) the date on which such change becomes effective and (y) a fraction, (A) the numerator
of which is the Exercise Price in effect immediately prior to the date on which such change becomes effective and (B) the
denominator of which is the Exercise Price in effect immediately after giving effect to such change, calculated in accordance with
clause (i) above.  Such adjustments shall be made successively whenever any event described in this subsection occurs.



 


		3.5.2	In the event of any (i) capital reorganization or reclassification of the capital stock of
the Company, or any winding up or liquidation of the Company, (ii) consolidation or merger of the Company with another entity
in which the Company is not the survivor, (iii) sale, transfer, or other disposition of all or substantially all of the Company’s
assets to another entity, or (iv) purchase offer, tender offer, or exchange offer pursuant to which holders of Common Stock
are permitted to sell, tender, or exchange their shares for other securities or assets, and such offer has been accepted by the
holders of fifty percent (50%) or more of the outstanding shares of Common Stock (each, a “Fundamental Transaction”),
then as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter
have the right to purchase and receive upon the terms applicable thereto, and upon the terms and conditions specified herein, and
in lieu of the Warrant Shares immediately issuable upon exercise of this Warrant, the aggregate amount of such securities or assets
as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant
Shares immediately theretofore issuable upon exercise of this Warrant, had such Fundamental Transaction not taken place, and in
any such case appropriate provision shall be made with respect to the rights and interests of the Holder such that the provisions
hereof shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any securities or assets thereafter
deliverable upon the exercise hereof.  The Company shall not effect any Fundamental Transaction unless, prior to or simultaneously
with the consummation thereof, the survivor (if not the Company) resulting from such consolidation or merger, the corporation acquiring
such assets, or another appropriate entity, shall assume the obligation to deliver to the Holder, at the last address of the Holder
appearing on the books of the Company, such securities and assets as, in accordance with the foregoing, the Holder may be entitled
to purchase, and the other obligations under this Warrant.  The provisions of this subsection shall similarly apply to any
successive Fundamental Transactions.  Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the request
of the Holder before the ninetieth (90th) day after such Fundamental Transaction, the Company (or the survivor) shall purchase
this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value (as defined below in subsection 3.5.10)
of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction; provided that the foregoing
sentence shall not apply to a Fundamental Transaction in which a successor entity (a “Public Successor”) whose
common stock is quoted or listed for trading on an Eligible Market (as defined below in subsection 3.5.10) assumes this Warrant
and the Warrant Shares immediately issuable upon exercise of this Warrant are exercisable in full for cash and/or for publicly
traded and unrestricted common stock of such Public Successor.



 






    -4-


     


    

 


		3.5.3	In the event that the Company fixes a payment date for making a distribution to all holders of
Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving
entity) of evidences of indebtedness, cash (other than (I) regularly scheduled cash dividends or distributions in amounts consistent
with past practice and (II) dividends or distributions referred to in subsection 3.5.1) or other assets, or subscription rights,
warrants or any other securities or rights convertible, exercisable or exchangeable for shares of Common Stock, then the Exercise
Price to be in effect after such payment date shall be an amount equal to the product of (x) the Exercise Price in effect
immediately prior to (but not including) such payment date and (y) a fraction, (A) the numerator of which is the total
number of shares of Common Stock outstanding, multiplied by the Market Price (as defined below in subsection 3.5.10) per
share of Common Stock immediately prior to (but not including) such payment date, less the aggregate amount of cash (if
applicable) or the fair market value (as determined in good faith by the Company’s Board of Directors) of such evidences
of indebtedness or other assets so distributed, or of such subscription rights, warrants or other securities or rights (if applicable),
and (B) the denominator of which is the total number of shares of Common Stock outstanding, multiplied by such Market
Price per share of Common Stock immediately prior to (but not including) such payment date.  Such adjustment shall be made
successively whenever such a payment date is fixed.



 


		3.5.4	If, after the date of issuance of this Warrant, the Company issues and sells in a public offering
or a private placement shares of Common Stock or other securities convertible into or exchangeable for Common Stock for cash at
a net price per share (i.e., after the deduction of any underwriting discounts or commissions or placement agent fees, as
applicable, and any other expenses incurred by the Company that are attributable to the offering) that is less than: (i) in
the case of a public offering, the most recently reported closing price of the Common Stock prior to the announcement of such public
offering, or (ii) in the case of a private placement, the most recently reported closing price of the Common Stock prior to
the execution of the purchase agreement for such private placement (in either case, a “Secondary Capital Raise”),
the Exercise Price in effect immediately after the Secondary Capital Raise shall be adjusted to equal the product of (x) the
Exercise Price in effect immediately prior to announcement of the Secondary Capital Raise and (y) a fraction, (A) the numerator
of which is the net cash proceeds received by the Company per share in such Secondary Capital Raise (i.e., after the deduction
of any underwriting discounts or commissions or placement agent fees, as applicable, and any other expenses incurred by the Company
that are attributable to the offering) and (B) the denominator of which is the last reported closing price of the Common Stock
prior to either (i) the announcement of the Secondary Capital Raise in the case of a public offering or (ii) the execution
of the applicable purchase agreement in the case of a private placement.  This subsection 3.5.4 does not apply to (i) any
of the transactions described in subsections 3.5.1–3.5.3 hereof, (ii) the exercise of this Warrant, or the conversion
or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise
of this Warrant or other securities convertible or exchangeable for Common Stock, or (iii) Common Stock (and options exercisable
therefor) issued to the Company’s employees, officers, directors, consultants, or advisors (regardless of whether in such capacity
on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Company’s Board of Directors
and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection 3.5.4. 
For any shares of Common Stock that may be issued pursuant to any at-the-market offering, controlled equity or similar programs
(an “ATM Program”), this subsection 3.5.4 shall apply but the Exercise Price shall be adjusted solely by
the percentage sales commission payable to the sales agent pursuant to the sales or other similar agreement entered into by and
between the Company and such agent in connection with the establishment of such ATM Program and only as a one-time adjustment made
as of the date of execution of any such agreement.  For the avoidance of doubt, any offering of securities by a party unaffiliated
to the Company and for which the Company does not receive any proceeds will not be subject to an adjustment as described in this
subsection 3.5.4.








 


		3.5.5	If, after the date of issuance of this Warrant, there is an Additional Issuance (as defined in
subsection 3.5.10 below) (or series of related Additional Issuances) (i) for cash or other consideration (the value of which will
be determined by the Company’s Board of Directors in good faith) at a net price per share (i.e., after the deduction
of any underwriting discounts or commissions or placement agent fees, as applicable, and any other expenses incurred by the Company
that are attributable to such Additional Issuance) that is less than $6.00 (or, in the case of an Additional Issuance of securities
or instruments convertible for Common Stock, at a conversion price per security or instrument that is less than $6.00) (as adjusted
for the same events triggering an Exercise Price adjustment in this Section 3.5), and (ii) that results or would result (assuming
the full conversion, exchange, or exercise (in exchange for cash payment of any exercise price, if applicable) of all securities
or other instruments or rights issued in that Additional Issuance (or series of related Additional Issuances)) in an increase in
the number of outstanding shares of Common Stock by more than 2,425,968 shares (subject to appropriate adjustment in the event
of any stock dividend, stock split, combination or other similar recapitalization), then the number of Warrant Shares purchasable
upon exercise of this Warrant shall be increased to a number equal to the product of (x) the number of Warrant Shares purchasable
upon exercise of this Warrant immediately prior to such Additional Issuance and (y) a fraction, (A) the numerator of which is the
Baseline Outstanding Share Number plus the number of shares of Common Stock issued in to such Additional Issuance (or series
of related Additional Issuances) (assuming the full conversion, exchange, or exercise (in exchange for cash payment of any exercise
price, if applicable) of all securities or other instruments or rights issued in that Additional Issuance (or series of related
Additional Issuances)) and (B) the denominator of which is the Baseline Outstanding Share Number. For purposes here, the “Baseline
Outstanding Share Number” means 9,703,874 (subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization). For avoidance of doubt, an adjustment may be made under both subsection
3.5.4 and under this subsection 3.5.5 with respect to the same Secondary Capital Raise.



 






    -5-


     


    

 


		3.5.6	If, at any time(s) on or after the third (3rd) anniversary of the date of issuance of
this Warrant, the VWAP of the Common Stock is less than $1.50 (as adjusted for the same events triggering an Exercise Price adjustment
in this Section 3.5), then the Exercise Price will be automatically reset to an amount equal to the product of (x) such VWAP, multiplied
by (y) [1.25/1.5/2.5]. Notwithstanding the foregoing,
in no event will any reset pursuant to this subsection 3.5.6 increase the Exercise Price to an amount higher than the Exercise
Price then in effect.



 


		3.5.7	An adjustment to the Exercise Price shall become effective immediately after the payment date in
the case of each dividend or distribution and immediately after the effective date of each other event that requires an adjustment.



 


		3.5.8	In the event that as a result of an adjustment made pursuant to this Section 3.5, the Holder
becomes entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.



 


		3.5.9	Not less than ten (10) Business Days prior to the record date or effective date, as the case may
be, of any event that requires or might require an adjustment pursuant to this Section 3.5, the Company shall give to the
Holder written notice of such event, describing such event in reasonable detail and specifying the record date or effective date,
as the case may be. Such notice shall include the Company’s certification of the computations, which shall have been made
by the Company in good faith, of the required adjustment and the computation thereof (provided that if the required adjustment
is not determinable at the time of the notice, the Company shall give such notice to the Holder promptly after such adjustment
becomes determinable).



 





		3.5.10	Certain Definitions.



 


		(a)	“Additional Issuance” means the issuance by the Company in a public offering
or a private placement of shares of Common Stock or other securities or instruments convertible, exercisable or exchangeable for
Common Stock, other than (i) as a result of the exercise of this Warrant, or of the conversion or exchange of other then outstanding
securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of this Warrant or of
other then outstanding securities convertible or exchangeable for Common Stock (but, for avoidance of doubt, the original issuance
of any such convertible or exchangeable security will constitute an Additional Issuance hereunder), or (ii) Common Stock (and options
exercisable therefor) issued to the Company’s employees, officers, directors, consultants, or advisors (regardless of whether
in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Company’s
Board of Directors and approved by the holders of Common Stock when required by law.



 


		(b)	“Black Scholes Value” means the value of this Warrant based on the Black and
Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a price per share of Common
Stock equal to the weighted average price per share of the Common Stock for the trading day immediately preceding the date of consummation
of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction, and (iii) an
expected volatility equal to the greater of thirty percent (30%) and the 100-day volatility obtained from the HVT function on Bloomberg
determined as of the trading day next following the date of the public announcement of the applicable Fundamental Transaction.



 


		(c)	“Eligible Market” means the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE American (or any successors to any of the foregoing).



 


		(d)	“Market Price” as of a particular date means:  (i) if the Common Stock
is then listed on the Nasdaq Capital Market or any other national securities exchange, the closing sale price of one (1) share
of Common Stock on such exchange on the last trading day prior to such date; (ii) if the Common Stock is then quoted on the
Over-the-Counter Bulletin Board (the “Bulletin Board”) or any similar quotation system or association, the closing
sale price of one (1) share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading
day prior to the such date or, if no such closing sale price is available, the average of the high bid and the low asked price
quoted thereon on the last trading day prior to such date; or (iii) if the Common Stock is not then listed on a national securities
exchange or quoted on the Bulletin Board or such other quotation system or association, the fair market value of one (1) share
of Common Stock as of such date, as determined in good faith by the Company’s Board of Directors and the Holder.  If
the Common Stock is not then listed on a national securities exchange, the Bulletin Board, or any other quotation system or association,
the Company’s Board of Directors shall respond promptly in writing to an inquiry by the Holder prior to the exercise hereunder
as to the fair market value of a share of Common Stock as determined by the Company’s Board of Directors.  In the event
that the Company’s Board of Directors and the Holder are unable to agree upon the fair market value in respect of subpart (iii) of
this subsection, the Company and the Holder shall jointly select an appraiser who is experienced in such matters.  The decision
of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Holder.

















 






    -6-


     


    

 


		4.	LIMITATIONS ON EXERCISE. Notwithstanding
any other provision hereof to the contrary, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that following such exercise (or
other issuance) the total number of shares of Common Stock then beneficially owned by such Holder and any other persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s ownership thereof pursuant to Sections 542(a)(2) and
544 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (as those sections are used in Section 856(h)
of the Code), does not exceed 9.8% of the total number of issued and outstanding shares of Common Stock (including for such purpose
the shares of Common Stock issuable upon such exercise) unless the Company’s Board of Directors has, in its sole discretion,
granted the Holder a waiver from the stock ownership limitations set forth in the Company’s Governing Documents. This Section
shall not restrict the number of shares of Common Stock that the Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in the event of a transaction contemplated by Section 3.5
hereof.  This restriction may not be waived.



 


		5.	CONDITIONAL EXERCISE.  Notwithstanding
any other provision hereof to the contrary, if an exercise of any portion of this Warrant is to be made in connection with a public
offering or a sale of the Company (pursuant to a merger, sale of securities, or otherwise), such exercise may (at the Holder’s
election) be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective
until immediately prior to the consummation of such transaction.



 


		6.	Payment of Taxes.  The Company will
pay all expenses in connection with, and all taxes attributable to, the issuance or delivery of Warrant Shares issuable upon the
exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of
the Holder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares until the person requesting such issuance or delivery has paid to the Company the amount of
such tax or has established that such tax has been paid.



 


		7.	REPRESENTATIONS AND WARRANTIES oF THE COMPANY. The
Company hereby represents and warrants to the Holder as follows:



 


		7.1.1	The Company is a corporation duly incorporated, validly existing, and in good standing under the
laws of the State of Maryland. The Company has all requisite power and authority to own and operate its assets and properties and
to conduct its business as now conducted and as presently contemplated, and it is duly qualified to do business and is in good
standing (in each case to the extent that such concepts are recognized) in each jurisdiction where such qualification or good standing
is required. The Company has all requisite power and authority to execute and deliver this Warrant and that certain Registration
Rights Agreement, of even date herewith, the form of which is attached as Exhibit C hereto (the “Registration Rights
Agreement” and together with this Warrant, the “Transaction Documents”), to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including the issuance of the Warrant
Shares. Assuming the due authorization, execution, and delivery of this Warrant and each other Transaction Document (and any Warrant
issued in substitution for or replacement of this Warrant) by the Holder and any other parties thereto, this Warrant and each other
Transaction Document constitutes (and any such substitute or replacement Warrant will constitute), respectively, a valid, legal,
and binding obligation of the Company, enforceable against the Company in accordance with its or their terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity.



 






    -7-


     


    

 


		7.1.2	The Company’s execution and delivery of the Transaction Documents, its performance of its
obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby: (a) have been
duly authorized by all requisite action of the Company and of Wheeler REIT, L.P., a Virginia limited partnership (the “Partnership”),
and no other action on the part of the Company or the Partnership is required with respect thereto; (b) do not and will not contravene,
conflict with, result in a breach or violation of, constitute a default (with or without notice, the lapse of time, or both, would
constitute a default) under, or permit any termination, amendment, or acceleration of the provisions of, in each case as applicable:
(i) any material Requirements of Law or any rules or regulations of the Nasdaq
Capital Market applicable to the Company, its Subsidiaries, the Partnership, or their properties or assets, (ii) the Governing
Documents of the Company or the Partnership, or (iii) any material Contractual Obligation to which the Company or the Partnership
is party or by which their properties or assets are bound or affected; and (c) do not and will not result in the creation
of any Lien upon or with respect to any of its properties or assets.



 


		7.1.3	Neither the Company nor any of its Subsidiaries is required
to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any
regulatory commission, board, body, authority, or self-regulatory agency, or any other Person in order for the Company to execute,
deliver, or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with
the terms hereof or thereof (other than (x) any consent, authorization, or order that has been obtained as of the date hereof,
(y) any filing or registration that has been made as of the date hereof, or (z) any filings which may be required to
be made by the Company with the Securities and Exchange Commission (the “SEC”), state securities administrators,
or the Nasdaq Capital Market pursuant to the Registration Rights Agreement; provided
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations
and warranties of the Holder herein). The Company is unaware of any facts or circumstances that might prevent the Company from
obtaining or effecting any registration, application, or filing pursuant to the preceding sentence. The Company is not in violation
of the listing requirements of the Nasdaq Capital Market and has no knowledge of any
facts that would reasonably be expected to lead to delisting or suspension of the shares of Common Stock in the foreseeable future.



 


		7.1.4	This Warrant is (and any Warrant issued in substitution for or replacement of this Warrant will
be) duly authorized and validly and legally issued. All Warrant Shares issuable upon the exercise of this Warrant, when issued
in accordance with the terms hereof, will be duly authorized, validly and legally issued, fully paid, and nonassessable, without
violation of any preemptive or similar rights, and free and clear of all liens, charges, encumbrances, or other adverse claims
or restrictions on title or transfer of any nature whatsoever.



 


		7.1.5	The Company has reserved, solely for issuance and delivery upon exercise of this Warrant, the maximum
number of authorized but unissued Warrant Shares issuable from time to time upon the exercise of this Warrant.



 


		7.1.6	None of the Company, its Subsidiaries, its or their Affiliates,
or, to the Company’s knowledge, any Person acting on its or their behalf, has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act (“Regulation D”))
in connection with the offer or sale of the Securities. Neither the Company nor any of its Subsidiaries has engaged any placement
agent or other agent in connection with the sale of the Securities.



 






    -8-


     


    

 


		7.1.7	None of the Company, its Subsidiaries, its or their Affiliates,
or, to the Company’s knowledge, any Person acting on its or their behalf, has directly or indirectly made any offer or sale
of any security or solicited any offer to buy any security, under circumstances that would require registration of the issuance
of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise, or caused this
offering of the Securities to require approval of the stockholders of the Company for purposes of any applicable stockholder approval
provisions, including under the rules and regulations of the Nasdaq Capital Market.
None of the Company, its Subsidiaries, its or their Affiliates or, to the Company’s knowledge, any Person acting on its or
their behalf, will take directly or indirectly any action or step referred to in the preceding sentence that would require registration
of the issuance of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with
other offerings for purposes of any such applicable stockholder approval provisions.



 


		7.1.8	The Company has timely filed or furnished all reports, schedules,
forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “Securities Exchange Act”) (all of the foregoing filed or furnished prior
to the date hereof, all exhibits included therein, and all financial statements, notes, and schedules thereto and documents incorporated
by reference therein, collectively, the “SEC Documents”). As of their respective filing or furnishing dates,
the SEC Documents conformed in all material respects with the requirements of the Securities 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 that they were filed
or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.



 


		8.	REPRESENTATIONS AND WARRANTIES OF THE HOLDER. The
Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is an “accredited investor”
(as defined in Regulation D). The Holder is acquiring this Warrant, and the Warrant Shares issuable upon the exercise hereof, for
its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or
distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, the Holder does not agree to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the Securities Act and pursuant to the applicable terms of the Transaction Documents.



 






    -9-


     


    

 


		9.	Restrictive Legend. Executed copies of
this Warrant shall be filed in the principal office of the Company. Instruments evidencing all or part of this Warrant shall contain
a legend in substantially the form set forth on the first page of this Warrant.



 


		10.	Successors and Assigns; Binding Effect. This
Warrant shall be binding upon and inure to the benefit of the Holder and the Company and their respective successors and permitted
assigns.



 


		11.	Notices.



 


		11.1	Notices Generally. All notices and other communications provided for hereunder shall be
in writing and shall be delivered by hand, sent by registered or certified mail (postage prepaid, return receipt requested), overnight
courier, or telecopier. In the case of notices or other communications to the Company or the Holder, as the case may be, they shall
be sent to the respective address set forth below (or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the terms of this Section 11.1):



 


If to the Company:


 


Wheeler Real Estate Investment Trust,
Inc.


2529 Virginia Beach Boulevard


Virginia Beach, VA 23452

Attention: Chief Financial Officer

Telephone: (757) 627-9088

Email: cplum@whlr.us


 


With a copy (which shall not constitute
notice) to:


 


Cadwalader, Wickersham
& Taft LLP


200 Liberty Street, New
York, NY 10281


Attention: Daniel P.
Raglan


Telephone: 212-504-6790


Email: Daniel.Raglan@cwt.com


 


If to the Holder:


 


[____]


 


With a copy (which shall not constitute
notice) to:


 


DLA Piper LLP (US)


2000 Avenue of the Stars


North Tower, Suite 400


Los Angeles, CA 90067


Attention: Stephen Ballas and
Melainie Mansfield


Telephone: (310) 595-3000


Email: stephen.ballas@us.dlapiper.com


melainie.mansfield@us.dlapiper.com


 






    -10-


     


    

 


All notices or other communications
sent in accordance with this Section 11.1, shall be deemed received on the earlier of the date of actual receipt or three (3) Business
Days after the deposit thereof in the mail; provided, that (i) notices sent by overnight courier service shall be deemed
to have been given when received and (ii) notices by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next
Business Day for the recipient).


 


		11.2	Electronic Communications.



 


		11.2.1	The Company and the Holder may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided, that approval of such procedures
may be limited to particular notices or communications. Notices and other communications to the Holder hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by
the Holder.



 


		11.2.2	Unless the Holder otherwise prescribes, (A) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (B) notices
or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient,
at its e-mail address as described in the foregoing clause (A), of notification that such notice or communication is available
and identifying the website address therefor; provided, that, for both clauses (A) and (B) above, if such notice, e-mail
or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next Business Day for the recipient.



 


		11.3	Notices of Certain Transactions. In addition to and without limiting any other notice required
hereunder, in the event the Company proposes to (i) issue any dividend or other distribution to holders of its Common Stock or
to issue rights to holders of its Common Stock to receive such dividend or distribution, (ii) offer to holders of its Common Stock
rights to subscribe for or to purchase any securities convertible into shares of Common Stock, (iii) effect any capital reorganization,
reclassification, consolidation or merger, (iv) effect the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, (v) make a tender offer or exchange offer with respect to the Common Stock or (vi) undertake any action that has the effect
of increasing the percentage of outstanding equity securities held of record or beneficially (directly or indirectly) by the Holder
(other than the Company’s tender offer that is in effect as of the date of issuance hereof), then the Company shall promptly
send to the Holder a notice of such proposed action or offer at its address as it appears on the register of the Company, which
shall specify the record date for the purposes of such dividend or distribution, or the date such issuance, event or action is
to take place and/or the election date of participation therein by the holders of Common Stock, if any such date is to be fixed.
Such notice shall be given as promptly as possible and, in any case, at least fourteen (14) days prior to the date of the taking
of such action, or election date for participation therein by the holders of Common Stock.



 






    -11-


     


    

 


		12.	Severability. Every provision of this Warrant
is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the remainder of this Warrant.



 


		13.	Assignment OR TRANSFER; Replacement of Warrant. Subject
to the restrictions of the Securities Act, and relevant state securities law, and the terms of this Warrant, this Warrant is assignable
and all rights hereunder are transferable, in whole or part, by the Holder (or by a duly authorized attorney-in-fact) from time
to time without charge to the Holder, upon surrender of this Warrant duly endorsed, accompanied by and effected in accordance with
the form of Assignment attached hereto as Exhibit B,
to the Company at its principal office. Upon such surrender, the Company shall transfer this Warrant on the books maintained by
the Company for that purpose; execute and deliver a new Warrant(s) in the name of the assignee(s) and in the denominations specified
in such instrument of assignment; issue to the assignor a new Warrant evidencing the portion of this Warrant (if any) not so assigned;
and promptly cancel the surrendered Warrant. If this Warrant is assigned, in whole or in part, this Warrant shall be surrendered
at the principal office of the Company, and thereupon, in the case of a partial assignment, a new Warrant shall be issued to the
holder thereof covering the number of shares not assigned, and the assignee shall be entitled to receive a new Warrant covering
the number of shares so assigned. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and appropriate bond or indemnification protection, the Company shall, at its expense, issue a new
Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as this Warrant so lost, stolen, mutilated, or
destroyed.



 


		14.	Resale Registration. In connection with
the execution of this Warrant, the Company and the Holder shall enter into the Registration Rights Agreement by which the Company
shall agree, among other things, to register the resale of the shares of Common Stock underlying this Warrant.



 


		15.	Rights of STOCKholders; LIMITATIONS ON LIABILITY. Until
this Warrant is exercised, this Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company, except
as otherwise specifically provided herein. Nothing contained in this Warrant shall be construed as imposing any liabilities on
the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether
such liabilities are asserted by the Company or by creditors thereof. Notwithstanding this Section 15 or any other provision
hereof to the contrary, the Company shall contemporaneously provide the Holder with copies of the same notices and other information
given to the stockholders of the Company generally.



 


		16.	Amendment.
Any term of this Warrant may be amended or waived with the written
consent of the Company and the Holder.



 






    -12-


     


    

 


		17.	Governing Law; Disputes.



 


		(a)	Governing Law.   This Agreement and any claims, controversy, dispute, or cause
of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the transactions
contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.



 


		(b)	Jurisdiction.   Each party hereto hereby irrevocably and unconditionally agrees
that it will not commence any action, litigation, or proceeding of any kind or description, whether in law or equity, whether in
contract or tort or otherwise, against any other party hereto in any way relating to this Agreement or the transactions relating
hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States
District Court of the Southern District of New York, and any appellate court thereof, and each of the parties hereto irrevocably
and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation,
or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in
such federal court. Each party hereto agrees that a final judgment in any such action, litigation, or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit upon judgment or in any other manner provided by law.



 


		(c)	Waiver of Venue.   Each party hereto irrevocably waives to the fullest extent
permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action, or proceeding
arising out of or relating to this Agreement and hereby further irrevocably waives to the fullest extent permitted by law any claim
that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment
(in respect of which time for all appeals has elapsed) in any such suit, action, or proceeding shall be conclusive and may be enforced
in any court to the jurisdiction of which such party is or may be subject, by suit upon judgment.



 


		(d)	Waiver of Jury Trial.   EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE).  EACH
PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 17(d).



 


		(e)	Service of Process.  Each party hereto irrevocably consents to service of process in
the manner provided for notices in Section 11.1.



 


		18.	Headings. The headings herein are for purposes
of reference only and shall not limit or otherwise affect the meaning of any of the provisions hereof.



 


		19.	TERMS GENERALLY. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes,”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring
to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof,” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, and (d) all references herein to Sections and Exhibits shall be construed to refer to Sections
of and Exhibits to this Agreement.



 


[SIGNATURE
PAGE FOLLOWS]


 




    -13-


     


    

 


IN
WITNESS WHEREOF, the Company has duly executed this Warrant as of the date of issuance first set forth above.


 


	 	Wheeler Real Estate Investment Trust, Inc.,

a Maryland corporation
	 	 	 
	 	By: 	 
	 	 	Name:  	Daniel Khoshaba
	 	 	Title:	President and CEO












 


	Accepted and agreed as of the date of issuance:	 
	 	 
	HOLDER:	 
	 	 
	[_____]	 
	 	 
	By:  		 
	 	Name:	 	 
	 	Title:	 	 



 






    [Warrant]