Retail Opportunity Investments Partnership, LP Sample Contracts

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 7th, 2023 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
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THIRD AMENDMENT TO first AMENDED AND RESTATED term loan AGREEMENT
Term Loan Agreement • March 7th, 2023 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of March 2, 2023, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Term Loan Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP a Delaware limited partnership
Retail Opportunity Investments Partnership, LP • October 2nd, 2013 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, dated as of September 27, 2013 is entered into by and among Retail Opportunity Investments GP, LLC, a Delaware limited liability company (the "General Partner"), and the limited partner(s) listed on Exhibit ‎A hereto (each a "Limited Partner").

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Retail Opportunity Investments Corp. Common Stock ($0.0001 par value per share) SALES AGREEMENT
Sales Agreement • May 2nd, 2018 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
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Registration Rights Agreement
Registration Rights Agreement • March 16th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2016, is made and entered into by and among Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), and the entity listed on Schedule I hereto (such entity, in its capacity as a holder of Registrable Securities, the “Holder”).

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Dated December 9, 2013 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, AS ISSUER RETAIL OPPORTUNITY INVESTMENTS CORP., AS GUARANTOR AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE
Retail Opportunity Investments Partnership, LP • December 9th, 2013 • Real estate investment trusts • New York

INDENTURE, dated as of December 9, 2013 between RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (the “Company”), a Delaware limited partnership having its principal office at 8905 Towne Centre Drive, Suite 108, San Diego, California 92122, RETAIL OPPORTUNITY INVESTMENTS CORP. (the “Guarantor”), a Maryland corporation having its principal office at 8905 Towne Centre Drive, Suite 108, San Diego, California 92122 and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), a national banking association organized under the laws of the United States of America which has its designated corporate trust office at 707 Wilshire Blvd, 17th Floor, Los Angeles, California 90017.

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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (a Delaware limited partnership) $250,000,000 4.000% Senior Notes due 2024 UNDERWRITING AGREEMENT
Retail Opportunity • November 24th, 2014 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with U.S. Bancorp Investments, Inc., Jefferies LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom U.S. Bancorp Investments, Inc., Jefferies LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as Representatives (in such capacity, collectively, the “Representatives”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the principal amount of the Operating Partnership’s 4.000% Senior Notes due 2024 (the “Notes”) set forth opposite their respective names in Schedule A hereto, in an aggregate principal amount for all of the Underwriters equal to

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EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2017 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 21, 2017, by and between Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), and Richard K. Schoebel, residing at the address set forth on the signature page hereof (the “Executive”).

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TERM LOAN AGREEMENT
Term Loan Agreement • October 2nd, 2015 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This TERM LOAN AGREEMENT (“Agreement”) is dated as of September 29, 2015, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Retail Opportunity Investments Partnership, LP • September 11th, 2017 • Real estate investment trusts • Delaware

This Sixth Amendment (this “Amendment”) to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), is made and entered as of March 24, 2017 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).

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Contract
Indenture • June 3rd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

DATED ____________, 20__ RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP AS ISSUER RETAIL OPPORTUNITY INVESTMENTS CORP. AS GUARANTOR AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE

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Tax Protection Agreement
Tax Protection Agreement • February 24th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of December 31, 2015, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule I, as amended from time to time.

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CONTRIBUTION AGREEMENT
Contribution Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Washington

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (“ROIP”) and each person or entity identified as a signatory on Schedule I (each such person or entity a “Seller” and, collectively, the “Sellers”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Purchase Agreement, as defined below.

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FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 9, 2013 TO INDENTURE DATED AS OF DECEMBER 9, 2013 BY AND AMONG RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, AS ISSUER, RETAIL OPPORTUNITY INVESTMENTS CORP., AS GUARANTOR AND WELLS FARGO BANK,...
First Supplemental Indenture • December 9th, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This First Supplemental Indenture, dated as of December 9, 2013 (this “First Supplemental Indenture”), by and among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation, as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements that certain Indenture, dated as of December 9, 2013, by and among the Company, the Guarantor and the Trustee (the “Original Indenture”).

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FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 17th, 2014 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 12, 2014, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 26, 2013, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), the Subsidiaries of Parent Guarantor executing below as Guarantors (each a “Subsidiary Guarantor; the Parent Guarantor and each Subsidiary Guarantor are hereinafter collectively referred to as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Fifth Amendment • March 16th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Delaware

This Fifth Amendment (this “Amendment”) to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), is made and entered as of March 10, 2016 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).

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SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 3, 2014 TO INDENTURE DATED AS OF DECEMBER 9, 2013 BY AND AMONG RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, AS ISSUER, RETAIL OPPORTUNITY INVESTMENTS CORP., AS GUARANTOR AND WELLS FARGO BANK,...
Second Supplemental Indenture • December 3rd, 2014 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This Second Supplemental Indenture, dated as of December 3, 2014 (this “Second Supplemental Indenture”), by and among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation, as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements that certain Indenture, dated as of December 9, 2013, by and among the Company, the Guarantor and the Trustee (the “Original Indenture”).

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SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Seventh Amendment • October 17th, 2017 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Delaware

This Seventh Amendment (this “Amendment”) to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), is made and entered as of October 11, 2017 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).

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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of September 26, 2013, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), the Subsidiaries of Parent Guarantor executing below as Guarantors (each a “Subsidiary Guarantor; the Parent Guarantor and each Subsidiary Guarantor are hereinafter collectively referred to as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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250,000,000 4.19% Senior Notes due December 15, 2027
Note Purchase Agreement • November 13th, 2017 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), and Retail Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) agree with each of the Purchasers as follows:

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AGREEMENT AND PLAN OF MERGER BY AND AMONG RETAIL OPPORTUNITY INVESTMENTS CORP., RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP LP, MONTANA PURCHASER LLC MOUNTAIN PURCHASER LLC BIG SKY PURCHASER LLC MONTANA MERGER SUB INC. AND MONTANA MERGER SUB II LLC...
Agreement and Plan of Merger • November 7th, 2024 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 6, 2024, is entered into by and among Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), Montana Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Mountain Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Big Sky Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, “Parent”), Montana Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Montana Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Merger Sub I and Parent, the “Parent Parties”). Each of the Company, the Partnership, Buyer 1, Buyer 2, Buyer 3, Parent, Merger Sub I and Merger Sub II is referred to her

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PERFORMANCE-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE RETAIL OPPORTUNITY INVESTMENTS CORP. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN
Retail Opportunity Investments Partnership, LP • April 25th, 2019 • Real estate investment trusts • New York

Pursuant to the Retail Opportunity Investments Corp. (the “Company”) Amended and Restated 2009 Equity Incentive Plan (the “Plan”) and the Second Amended and Restated Agreement of Limited Partnership of Retail Opportunity Investments Partnership, L.P., dated as of September 27, 2013 (the “Partnership Agreement”), as amended from time to time, of Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Partnership”), the Committee grants to Grantee named above an Other Equity-Based Award (as defined in the Plan, and referred to herein as an “Award”) in the form of, and by causing the Partnership to issue to Grantee named above, LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted prior to the Fi

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Retail Opportunity Investments Partnership, LP
Agreement • June 3rd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Retail Opportunity Investments Partnership, LP, dated as of December 1, 2012, is entered into by and between Retail Opportunity Investments GP, LLC, as general partner (the “General Partner”), and Retail Opportunity Investments Corp., as limited partner (the “Limited Partner”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Delaware corporation (the “REIT”), Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time.

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FIRST AMENDMENT TO first AMENDED AND RESTATED term loan AGREEMENT
Term Loan Agreement • December 27th, 2019 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of December 20, 2019, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Term Loan Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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THIRD SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 21, 2023 TO INDENTURE DATED AS OF DECEMBER 9, 2013 BY AND AMONG RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, AS ISSUER, RETAIL OPPORTUNITY INVESTMENTS CORP., AS GUARANTOR AND COMPUTERSHARE TRUST...
Third Supplemental Indenture • September 21st, 2023 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This Third Supplemental Indenture, dated as of September 21, 2023 (this “Third Supplemental Indenture”), by and among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation, as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements that certain Indenture, dated as of December 9, 2013, by and among the Company, the Guarantor and Wells Fargo Bank, National Association (the “Original Indenture”).

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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP First Amendment Dated as of July 29, 2020 to the Note Purchase Agreement Dated as of November 10, 2017 Re: $250,000,000 4.19% Senior Notes due December 15, 2027
Note Purchase Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This First Amendment dated as of July 29, 2020 (the or this “First Amendment”) to the Note Purchase Agreement dated as of November 10, 2017 is between Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP Third Amendment Dated as of July 29, 2020 to the Amended and Restated Note Purchase Agreement Dated as of September 22, 2016 Re: $200,000,000 3.95% Senior Notes due September 22, 2026
Note Purchase Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This Third Amendment dated as of July 29, 2020 (the or this “Third Amendment”) to the Amended and Restated Note Purchase Agreement dated as of September 22, 2016 is between Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

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FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Retail Opportunity Investments Partnership, LP • February 24th, 2016 • Real estate investment trusts • Delaware

This Fourth Amendment (this “Amendment”) to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), is made and entered as of December 31, 2015 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 27th, 2019 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2019, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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Tax Protection Agreement
Tax Protection Agreement • March 16th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of March 10, 2016, by and among Retail Opportunity Investments Corp., a Delaware corporation (the “REIT”), Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule I, as amended from time to time.

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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (a Delaware limited partnership) $350,000,000 6.750% Senior Notes due 2028 UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2023 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
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SECOND AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of July 29, 2020, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Term Loan Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Delaware corporation (the “REIT”), Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time.

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