WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November15, 2016, Wheeler Real Estate Investment Trust, Inc.
(the Company) filed a Current Report on Form 8-K (the Original 8-K)
to report the contribution of the membership interests in PW
SC/GA Properties I Management, LLC (PW) and South Main
Streets, LLC (South Main) held by Multiple Holdings, LLC,
Woodside Capital, LLC, SMS Management, LLC and PW SC/GA
Properties I Management, LLC (the Contributors), among
others, to Wheeler REIT, L.P. (Wheeler REIT), a Virginia
limited partnership of which the Company is the sole general
partner, in exchange for common units (the Common Units)
of Wheeler REIT, and as described more fully in Item3.02 of the
Original 8-K. On February8, 2017, in connection with the
contribution of the membership interests of PW and South Main
held by the Contributors to Wheeler REIT, the Company and Wheeler
REIT entered into a Tax Protection Agreement (the Tax
Protection Agreement) with Jon Wheeler due to his ownership
interests in the Contributors, obligating Wheeler REIT to
reimburse Mr.Wheeler (or his affiliates that received the Common
Units) for tax liabilities resulting from their recognition of
certain taxable income or gain in the event that Wheeler REIT
takes certain action prior to November10, 2023 with respect to
the properties held by PW and South Main, the result of which
causes such recognition of taxable income or gain.