EX-10.3



 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. 
  

			
	Very truly yours,
	
	WHEELER REAL ESTATE INVESTMENT TRUST, INC.
		
	By:		 /s/ Jon S. Wheeler

	Name:		Jon S. Wheeler
	Title:		Chairman & CEO
	
	WHEELER REIT, L.P.
		
	By:		 /s/ Jon S. Wheeler

	Name:		Jon S. Wheeler
	Title:		Chairman & CEO


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

COMPASS POINT RESEARCH & TRADING, LLC 
  

			
	By:		 /s/ Christopher Nealon

	Name:		Christopher Nealon
	Title:		President & COO