EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO 

SECURITIES PURCHASE AGREEMENT 

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is dated January 31, 2014, by and among Wheeler
Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and each investor identified on the signature pages hereto (collectively, the “Purchasers”). 

WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase Agreement, dated as of December 16, 2013
(the “SPA”), pursuant to which the Company issued convertible notes, promissory notes and warrants to purchase shares of the Company’s common stock to the Purchasers for an aggregate purchase price of $10,000,000; 

WHEREAS, the SPA contemplated multiple closings, but Recital C thereof limited the aggregate size of the offering to $12,000,000; 

WHEREAS, the Company desires to amend Recital C to increase the maximum size of the offering to $12,160,000, and the Purchasers are
willing to amend the SPA to so reflect; and 
 WHEREAS, upon execution of the Amendment, the Company will generate a restated version
of the SPA to reflect the amendment referenced herein, and all subsequent closings contemplated by the SPA will utilize such restated version. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows: 
 1. Recital C of the SPA is hereby amended by replacing “$12,000,000” in the fourth line of the recital
with “$12,160,000.” 







 IN WITNESS WHEREOF, the parties have caused this First Amendment to Securities Purchase
Agreement to be duly executed as of the date first indicated above. 
  

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

		
	Name:	 	 Jon S. Wheeler

		
	Title:	 	 Chairman & Chief Executive Officer

		
	Date:	 	 February 5, 2014

	
	OPPORTUNITY PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014

	
	FULL VALUE PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014

	
	SPECIAL OPPORTUNITY FUND, INC.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014










 
			
	FULL VALUE SPECIAL SITUATIONS FUND L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014

	
	MCM OPPORTUNITY PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014

	
	CALAPASAS WEST PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014

	
	MERCURY PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014










 
			
	STEADY GAIN PARTNERS L.P.
		
	By:	 	 /s/ Andrew Dakos

		
	Name:	 	 Andrew Dakos

		
	Title:	 	 Manager – Bulldog Investors LLC

		
	Date:	 	 February 5, 2014