Exhibit 10.3

AMENDMENT NO. 2 to the
2016 LONG-TERM INCENTIVE PLAN
of
Wheeler Real Estate Investment Trust, Inc.

August 17, 2023

This Amendment No. 2 (this “Amendment”) to the 2016 Long-Term Incentive Plan (the “Plan”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) is hereby adopted by the Board of Directors of the Company (the “Board”), effective as of the date first referenced above.

WHEREAS, the Plan was adopted for and on behalf of the Company by the Board on April 6, 2016 and approved by the stockholders of the Company on  June 15, 2016; and

WHEREAS, on March 31, 2017, the Company completed a one-for-eight reverse stock split (the “First Reverse Stock Split”) of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); and

WHEREAS, on August 17, 2023, the Company completed a one-for-ten reverse stock split (the “Second Reverse Stock Split”, and together with the First Stock Split, the “Reverse Stock Splits”) of shares of Common Stock; and

WHEREAS, pursuant to Section 14 of the Plan, in the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be issued under the Plan (under outstanding Awards and Awards (as defined in the Plan) to be granted in the future), the exercise price of options, and other relevant provisions shall be appropriately adjusted; and

WHEREAS, the Board wishes to amend the Plan to reflect the Reverse Stock Splits.

NOW, THEREFORE, BE IT RESOLVED,