Exhibit

We have audited the accompanying combined statements of revenues and certain operating expenses (the “Statements”) of Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center (collectively referred to as the “Properties”) for the years ended December 31, 2015, December 31, 2014, and December 31, 2013.

Our responsibility is to express an opinion on these Statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of these Statements.

In our opinion, the Statements referred to above presents fairly, in all material respects, the combined revenues and certain operating expenses of the Properties for the years ended December 31, 2015, December 31, 2014, and December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying Statements were prepared as described in Note 2, for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Properties' revenues and expenses. Our opinion is not modified with respect to this matter.



		Nine Months Ended September 30, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014		Year Ended December 31, 2013
		(unaudited)
REVENUES:
	Rental income	$	1,017,955	$	1,315,223	$	1,305,832	$	1,295,137
	Tenant reimbursements and other income	317,133		444,450		417,298		404,090

	Total Revenues	1,335,088		1,759,673		1,723,130		1,699,227

CERTAIN OPERATING EXPENSES:
	Property operating	193,451		287,766		286,674		277,927
	Real estate taxes	142,056		179,042		171,503		159,749
	Repairs and maintenance	29,015		57,462		92,552		59,953
	Other	14,597		20,166		28,521		28,978

	Total Certain Operating Expenses	379,119		544,436		579,250		526,607

	Excess of Revenues Over Certain Operating Expenses	$	955,969	$	1,215,237	$	1,143,880	$	1,172,620

Sangaree Plaza, Tri-County Plaza, & Berkley Shopping Center

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013

On November 10, 2016, Wheeler Real Estate Investment Trust, Inc. (referred to hereafter as the “Trust” or the “Company”), through its subsidiary Wheeler REIT, L.P. (the “Operating Partnership”), entered into Contribution and Subscription Agreements to acquire the membership interests of the limited liability companies that own Sangaree Plaza, located in Summerville, South Carolina, Tri-County Plaza, located in Royston, Georgia and Berkley Shopping Center, located in Norfolk, Virginia for a total purchase price of $14,947,000 (collectively, the “Properties”). The Properties are 96.4% leased and are each anchored by Bi Lo or Farm Fresh, which occupies 60.7% of the total gross leaseable area of the Properties through leases that expire through August 2026.

The Combined Statements of Revenues and Certain Operating Expenses (the “Statements”) have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X, promulgated under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the actual operations for the periods presented as revenues and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Properties, have been excluded. Such items include depreciation, amortization, interest expense, interest income and amortization of above- and below-market leases.

The Statements have been presented on a combined basis due to the fact that the acquisition was executed in a single transaction from entities under common control. Combining schedules have been presented in the accompanying notes which provide detailed financial information for each property acquired.

The Properties lease retail space under various lease agreements with their tenants. All leases are accounted for as noncancelable operating leases. The leases include provisions under which the Properties are reimbursed for common area maintenance, real estate taxes and insurance costs. Pursuant to the lease agreements, income related to these reimbursed costs is recognized in the period the applicable costs are incurred. Certain leases contain renewal options at various periods at various rental rates. The Properties recognize rental revenue from tenants on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset.

The Company has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting periods to present the statements of revenue and certain operating expenses in conformity with accounting principles generally accepted in the United States ("US GAAP"). Actual results could differ from those estimates.

Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)

The combined weighted average remaining lease terms for tenants at the Properties was 6.35 years as of September 30, 2016 (unaudited). Combined future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding common area maintenance expenses and percentage rent based on tenant sales volume, as of September 30, 2016 (unaudited) and December 31, 2015 were as follows:



	Twelve Months Ending September 30,		Years Ending December 31,
	Twelve Months Ending September 30,		Years Ending December 31,
	(unaudited)
2016	$	—	$	1,364,152
2017	1,325,611		1,297,653
2018	1,250,675		1,236,333
2019	1,167,272		1,139,994
2020	1,055,842		1,035,913
2021	928,451		829,798
Thereafter	2,393,171		2,239,481

	$	8,121,022	$	9,143,324

The following table lists the tenants of the Properties whose annualized rental income on a straight-line basis represented greater than 10% of combined total annualized rental income for all tenants on a straight line basis as of September 30, 2016, December 31, 2015, December 31, 2014, and December 31, 2013:

The termination, delinquency or nonrenewal of one of the above tenants may have a material adverse effect on revenues. No other tenant represents more than 10% of annualized rental income for the nine months ended September 30, 2016 (unaudited) and the years ended December 31, 2015, December 31, 2014, and December 31, 2013.

Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)

The Properties have entered into agreements with Wheeler Real Estate, LLC ("Wheeler Real Estate") and Wheeler Interests, LLC ("Wheeler Interests"), affiliates of the Operating Partnership, in connection with the management of the rental operations and management of the Properties. The Properties' management fees are 3% of monthly gross receipts and the asset management fees are 2% of monthly gross receipts. Property and asset management fees for the nine months ended September 30, 2016 (unaudited) and the years ended December 31, 2015, 2014 and 2013 were as follows:

The Properties are subject to various legal proceedings and claims that arise in the ordinary course of business. Management believes that insurance coverage is sufficient to cover these matters. The Company believes that the ultimate settlement of these actions will not have a material adverse effect on the Properties’ results of operations.

The Company has evaluated all events and transactions that occurred up through November 15, 2016, the date the financial statements were available to be issued, and are not aware of any events that have occurred that would require additional adjustments to or disclosures in the Statements.

Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)



		Nine Months Ended September 30, 2016
		(unaudited)
		Sangaree		Tri-County		Berkley		Combined Total
REVENUES:
	Rental income	$	426,720	$	327,466	$	263,769	$	1,017,955
	Tenant reimbursements and other income	137,726		57,324		122,083		317,133

	Total Revenues	564,446		384,790		385,852		1,335,088

CERTAIN OPERATING EXPENSES:
	Property operating	59,829		54,769		78,853		193,451
	Real estate taxes	88,006		24,962		29,088		142,056
	Repairs and maintenance	2,578		11,097		15,340		29,015
	Other	5,551		3,005		6,041		14,597

	Total Certain Operating Expenses	155,964		93,833		129,322		379,119

	Excess of Revenues Over Certain Operating Expenses	$	408,482	$	290,957	$	256,530	$	955,969



		Year Ended December 31, 2015
		Sangaree		Tri-County		Berkley		Combined Total
REVENUES:
	Rental income	$	561,418	$	425,164	$	328,641	$	1,315,223
	Tenant reimbursements and other income	192,067		75,260		177,123		444,450

	Total Revenues	753,485		500,424		505,764		1,759,673

CERTAIN OPERATING EXPENSES:
	Property operating	84,429		67,198		136,139		287,766
	Real estate taxes	106,503		33,755		38,784		179,042
	Repairs and maintenance	22,075		14,764		20,623		57,462
	Other	7,502		5,713		6,951		20,166

	Total Certain Operating Expenses	220,509		121,430		202,497		544,436

	Excess of Revenues Over Certain Operating Expenses	$	532,976	$	378,994	$	303,267	$	1,215,237

Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)



		Year Ended December 31, 2014
		Sangaree		Tri-County		Berkley		Combined Total
REVENUES:
	Rental income	$	556,753	$	425,164	$	323,915	$	1,305,832
	Tenant reimbursements and other income	190,672		74,801		151,825		417,298

	Total Revenues	747,425		499,965		475,740		1,723,130

CERTAIN OPERATING EXPENSES:
	Property operating	77,575		72,235		136,864		286,674
	Real estate taxes	100,698		32,588		38,217		171,503
	Repairs and maintenance	55,062		17,595		19,895		92,552
	Other	6,761		11,198		10,562		28,521

	Total Certain Operating Expenses	240,096		133,616		205,538		579,250

	Excess of Revenues Over Certain Operating Expenses	$	507,329	$	366,349	$	270,202	$	1,143,880



		Year Ended December 31, 2013
		Sangaree		Tri-County		Berkley		Combined Total
REVENUES:
	Rental income	$	553,562	$	424,376	$	317,199	$	1,295,137
	Tenant reimbursements and other income	169,253		70,354		164,483		404,090

	Total Revenues	722,815		494,730		481,682		1,699,227

CERTAIN OPERATING EXPENSES:
	Property operating	68,319		58,496		151,112		277,927
	Real estate taxes	88,558		32,257		38,934		159,749
	Repairs and maintenance	14,911		7,490		37,552		59,953
	Other	9,063		5,441		14,474		28,978

	Total Certain Operating Expenses	180,851		103,684		242,072		526,607

	Excess of Revenues Over Certain Operating Expenses	$	541,964	$	391,046	$	239,610	$	1,172,620



Tenant	September 30, 2016		December 31, 2015		December 31, 2014		December 31, 2013
	(unaudited)
Bi Lo	46.02	%	47.51	%	47.93	%	48.24	%



Nine Months Ended		Years Ended
September 30, 2016		December 31, 2015		December 31, 2014		December 31, 2013
(unaudited)
$	69,218	$	88,244	$	85,141	$	77,613