ADMISSION AMENDMENT THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

EXHIBIT 3.5

ADMISSION AMENDMENT

THIRD AMENDMENT

TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

This Third 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 10, 2015 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).

WHEREAS, an Amendment to the Certificate of Limited Partnership of the Partnership was filed in the office of the Secretary of State of the State of Delaware on January 5, 2010;

WHEREAS, the General Partner and the limited partners of the Partnership entered into an Agreement of Limited Partnership of the Partnership, dated as of January 5, 2010, pursuant to which the Partnership was formed;

WHEREAS, the General Partner and the limited partners of the Partnership (the “Limited Partners”) entered into the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 27, 2013, as amended on December 11, 2014, and as further amended on December 4, 2015 (the “Partnership Agreement”);

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement;

WHEREAS, pursuant to the terms and provisions of that certain Contribution Agreement (the “Contribution Agreement”), dated December 1, 2015, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), the Partnership and Sternco Center (f/k/a N.E. 20th Street Properties), a Washington General Partnership (“Owner”), the Partnership, or its assignee, intends to purchase the real property and improvements commonly known as the Sternco Shopping Center located at or near 00000 XX 00^xx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxx, Xxxxxxxxxx (the “Property”) from the Owner;

WHEREAS, in accordance with terms of the Contribution Agreement, Owner shall contribute the Property to the Partnership (the “Contribution”) and, in exchange for the Property, the Partnership has agreed to issue to Owner units of limited partnership interest in the Partnership (“OP Units”), some which will have modified redemption and related rights as described in this Amendment; and

WHEREAS, pursuant to Section 4.03(a) and 7.03(c) of the Partnership Agreement, the General Partner has the power, without the consent of the Limited Partners, to cause the Partnership to issue such OP Units to Owner and to amend the Partnership Agreement to reflect such issuance.

NOW, THEREFORE, the General Partner desires to effect this Amendment to the Partnership Agreement as provided herein:

1.	On the date of this Amendment, an aggregate of 2,823,790 additional OP Units are hereby issued to Owner and Exhibit A to the Partnership Agreement is hereby amended and restated as set forth on Schedule A hereto to reflect such issuance. The OP Units being issued to Owner shall carry with them the rights, preferences, and obligations of other OP Units, except that (i) the redemption rights under Section 8.06 of the Partnership Agreement applicable to the 1,946,483 OP Units designated on Schedule A as “SC Redeemable OP Units” shall be modified as specified in paragraph 2 below, and (ii) the redemption rights under Section 8.06 of the Partnership Agreement and the amounts payable upon liquidation of the Partnership as provided in Article XIII of the Partnership Agreement with respect to the 282,379 OP Units designated on Schedule A as “SC Limited Participation OP Units” shall be modified as provided in paragraph 3 below. In exchange for the Contribution, the Owner shall be deemed to have contributed to the Partnership Property having an aggregate value of $48,851,565.54, or a per OP Unit value of $17.30 (the “Unit Valuation”).
2.	If on or before January 31, 2016, the General Partner receives one or more Notices of Redemption, in the form attached as Exhibit A to this Amendment, pursuant to Section 8.06(a) of the Partnership Agreement relating to OP Units designated on Schedule A as SC Redeemable OP Units (which notice may be delivered prior to January 1, 2016), the General Partner shall, notwithstanding anything to the contrary contained in Section 8.06 of the Partnership Agreement, cause the Partnership to pay cash for such OP Units at a price per redeemed SC Redeemable OP Unit equal to the Unit Valuation no later than five business days from receipt of such notice, but in no event prior to January 4, 2016.
3.	If the General Partner receives one or more Notices of Redemption, in the form attached as Exhibit A to this Amendment, pursuant to Section 8.06(a) of the Partnership Agreement relating to OP Units designated on Schedule A as SC Limited Participation OP Units, the Value of a REIT Share for purposes of determining the Cash Amount payable upon such redemption shall equal the Value as specified in the Partnership Agreement, except that: (i) if such Value as so calculated is less than 90% of the Unit Valuation, then the Value of a REIT Share for purposes of determining the Cash Amount payable upon such redemption shall be adjusted to equal to 90% of such Unit Valuation; or (ii) if such Value as so calculated is greater than 115% of the Unit Valuation, then the Value of a REIT Share for purposes of determining the Cash Amount payable upon such redemption shall be adjusted to equal 115% of such Unit Valuation. Should the Corporation make an election pursuant to Section 8.06(b) of the Partnership Agreement to redeem any OP Units designated on Schedule A as SC Limited Participation OP Units for REIT Shares, the REIT Shares Amount for purposes of such redemption shall equal the REIT Shares Amount as specified in the Partnership Agreement, except that (i) if the Value of a REIT Share used for purposes of such redemption is less than 90% of the Unit Valuation, then the number of REIT Shares to be issued upon redemption of each such SC Limited Participation OP Unit the Corporation has elected to redeem for REIT Shares shall be equal to the quotient determined by dividing (x) 90% of the Unit Valuation by (y) the Value of a REIT Share; or

(ii) if the Value of a REIT Share used for purposes of such redemption is greater than 115% of the Unit Valuation, then the number of REIT Shares to be issued upon redemption of each such SC Limited Participation OP Unit the Corporation has elected to redeem for REIT Shares shall equal the quotient determined by dividing (x) 115% of the Unit Valuation by (y) the Value of a REIT Share.

In addition, notwithstanding anything to the contrary contained in the Partnership Agreement:

(i) if the amount to be distributed under Article XIII of the Partnership Agreement in respect of each OP Unit designated on Schedule A as an SC Limited Participation OP Unit is less than 90% of the Unit Valuation, then the value of the amount that will be distributed pursuant to Article XIII in respect of each such SC Limited Participation OP Unit shall be adjusted to equal to 90% of the Unit Valuation; or

(ii) if the amount to be distributed under Article XIII of the Partnership Agreement in respect of each OP Unit designated on Schedule A as an SC Limited Participation OP Unit is greater than 115% of the Unit Valuation, then the value of amount that will be distributed pursuant to Article XIII in respect of each such SC Limited Participation OP Unit shall be adjusted to equal to 115% of the Unit Valuation.

The foregoing calculations shall be adjusted in the reasonable discretion of the General Partner to take into account events including but not limited to distributions, splits, subdivisions or other combinations of REIT Shares, in order to prevent dilution or enlargement of the rights of a holder of OP Units issued in connection with the Contribution Agreement.

4.	Notwithstanding anything to the contrary contained in the Partnership Agreement or this Amendment, in no event may OP Units issued pursuant to the Contribution Agreement be redeemed for REIT Shares if the issuance of such REIT Shares would require the prior approval of shareholders of the REIT under the rules and regulations of the NASDAQ Stock Market or otherwise, and provided that in such event such OP Units shall be redeemed for cash in accordance with Section 3 of this Amendment for SC Limited Participation OP Units and in accordance with the Partnership Agreement for all other OP Units.
5.	The General Partner agrees not to unreasonably withhold its consent to, and will not require a legal opinion to be delivered in connection with, a Transfer by a constituent member of Owner identified on Exhibit D to the Contribution Agreement (each a “Sternco Holder” and collectively, the “Sternco Holders”) if such Transfer is made to the immediate family members, the estate or to the legal representatives of such Sternco Holder or to trusts formed for such Sternco Holder’s benefit, provided that such transferee is an "accredited investor" as such term is defined in Rule 501 under Regulation D of the Securities Act of 1933, as amended, and certifies as to such status by executing and timely delivering to the Partnership an Accredited Investor Questionnaire in the form attached as Exhibit M to the Contribution Agreement, and provided further that such Transfer is made in connection with bona fide estate planning purposes, or in connection with a Transfer by such Sternco Holder to its estate.
6.	No Amendment.  The provisions Sections 1 through 7 of this Amendment may not be amended without the consent of a majority of the Notice Partners (as such term is defined in the Tax Protection Agreement).

7.	Effective Date of Transfer.  The Transfer of the OP Units set forth on Schedule A hereto from Owner to Sternco Holders, and any Transfer by a Sternco Holder of such OP Units in compliance with Section 5 hereof and the Partnership Agreement, as amended, shall be effective as of the effective date of such Transfer.
8.	Partnership Agreement.  Except as set forth herein, the Partnership Agreement shall remain in full force and effect.
9.	Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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IN WITNESS WHEREOF, this Third Amendment to the Partnership Agreement has been executed as of the date first written above.

GENERAL PARTNER:

Retail Opportunity Investments GP, LLC,

a Delaware limited liability company,

By:	Retail Opportunity Investments Corp.,
	a Maryland corporation
	its sole member
	By: /s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title:   Chief Financial Officer

 [Signature Page to Third Amendment to Partnership Agreement]

 Exhibit A

NOTICE OF REDEMPTION

	To:	Retail Opportunity Investments GP, LLC 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000
	Via Email:	Xxxxxxx Xxxxxx
		xxxxxxx@xxxxxxx.xxx

Reference is made to the Third Amendment dated December 10, 2015 (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Retail Opportunity Investments Partnership, LP, dated as of September 27, 2013 (the “Agreement”), and the Redemption rights referred to therein.

The undersigned Limited Partner or Assignee hereby irrevocably tenders for Redemption the following:

_______ OP Units shown on Exhibit A to the Amendment as “SC Redeemable”

_______ OP Units shown on Exhibit A to the Amendment as “SC Limited Participation”

_______ OP Units

The undersigned Limited Partner or Assignee:

(a) undertakes to surrender such OP Units and any certificate therefor at the closing of the Redemption;

(b) directs that the certified check representing the Cash Amount Cash Amount or the REIT Shares Amount, as applicable, deliverable upon the closing of such Redemption be delivered to the address specified below;

(c) represents, warrants, certifies and agrees that:

(i) the undersigned Limited Partner or Assignee is a Qualified Transferee,

(ii) the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, good, marketable and unencumbered title to such OP Units, free and clear of the rights or interests of any other person or entity,

(iii) the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, the full right, power and authority to tender and surrender such OP Units as provided herein, and

(iv) the undersigned Limited Partner or Assignee has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such tender and surrender; and

(d) acknowledges that he will continue to own such OP Units until and unless, as applicable, either (1) such OP Units are acquired by the General Partner pursuant to Section 8.06(b) of the Agreement or (2) such redemption transaction closes.

 All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Agreement.

Dated: _____________________________

	Name of Limited Partner or Assignee: _____________________________________ _____________________________________ (Signature of Limited Partner or Assignee) _____________________________________ (Xxxxxx Xxxxxxx) _____________________________________ _____________________________________ _____________________________________ (City)            (State)             (Zip Code)
Issue Wire/REIT Shares to:	_____________________________________
Wire Instructions:	_____________________________________   _____________________________________   _____________________________________   _____________________________________
Name:	_____________________________________
Please insert social security or identifying number:	_____________________________________

STATE OF ____________ )

)

COUNTY OF ____________________ )

On _____________________, 2___, before me, ______________________________, Notary Public, personally appeared ____________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of ___________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________

(SEAL)

SCHEDULE A

PARTNERS AND PARTNERSHIP UNITS

As of December 10, 2015

Name of Partner	Partnership Units (Amount)	Type	Address
General Partner:
Retail Opportunity Investments GP, LLC	1,069,392	OP Units	0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: Chief Financial Officer Facsimile No.: (000) 000-0000
Limited Partners:
Retail Opportunity Investments Corp.	98,067,242	OP Units	0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: Chief Financial Officer Facsimile No.: (000) 000-0000
Xxxx Xxxx	23,986	OP Units	00000 Xxxxxx Xxx. Xxxxxxx Xxxxxxxxx, XX 00000
Xxx Xxxx	14,290	OP Units	00 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000
Xxxx Family Trust	48,010	OP Units	c/o Rawson, Xxxx & Co. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000
Xxxx Irrev. Trust, The Xxxxxx	4,602	OP Units	c/o Rawson, Xxxx & Co. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000
Xxxxx Xxxx	14,919	OP Units	000 Xx. Xxxxx Xxxxxxxx Xxxx Xxxxxxxxxx, XX 00000
Clahan Revocable Trust	46,840	OP Units	c/o Xxxxxx Xxxxxx 00 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Xxxxxx Xxxx	14,371	OP Units	000 Xxxx Xxxxxx, #0000 Xxx Xxxxxxxxx, XX 00000

Name of Partner	Partnership Units (Amount)	Type	Address
Xxxxx Xxxx	11,850	OP Units	00000 XX 0xx Xx, Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxx Xxxx	14,290	OP Units	0000 00xx Xxxxxx Xxx Xxxxxxxxx, XX 00000
Xxxxx Xxxx	10,889	OP Units	00000 XX 0xx Xx, Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxx Xxxx	8,295	OP Units	00000 XX 0xx Xx, Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxx, Xxxx & Co.	732	OP Units	c/o Rawson, Xxxx & Co. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000
Xxxxxx, Living Trust	79,562	OP Units	c/o Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxxx	10,889	OP Units	0000 00xx Xxxxxx XX Xxxxxxx, XX 00000
SARM Enterprises	566,499	OP Units	00000 XX 0xx Xx, Xxxxx 000 Xxxxxxxx, XX 00000
Sher GP, Inc.	4,196	OP Units	c/o Xxxxxx Xxxx 00000 XX 0xx Xx., Xxxxx 000 Xxxxxxxx, XX 00000
Xxxx, Xxxxxxx & Xxxxxx Living Trust	128,632	OP Units	c/o Sher Partners 00000 XX 0xx Xx., Xxxxx 000 Xxxxxxxx, XX 00000
Xxxx, Xxxxxx	143,160	OP Units	00000 XX 0xx Xx., Xxxxx 000 Xxxxxxxx, XX 00000
TCA Holdings LLC	1,581,813	OP Units	00000 XX 0xx Xx., Xxxxx 000 Xxxxxxxx, XX 00000
Terranomics	2,209	OP Units	c/o Sher Partners 00000 XX 0xx Xx., Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxx Xxxxx	24,236	OP Units	00 Xxxx Xxxxx Xxxx Xxxxxxx, XX 00000
W&P Xxxxxxx Trust dated 9/13/11	2,813	OP Units	00000 Xxxxxxxxxx Xxxx Xxxxx, XX 00000
XX Xxxxxxxx, LLC	989,272	OP Units	00000 Xxx Xxxx Xxxx Xxxxxx, Xxxxxx 00000

Name of Partner	Partnership Units (Amount)	Type	Address
Xxxxxx X. Xxxxx	377,788	OP Units	000 Xxxxx Xxxx Xxxxx, XX 00000
Xxxxx X. Xxxxxx and Xxx X. Xxxxxx Revocable Trust U/A dated December 12, 1996	113,657	OP Units	000 Xxxxx Xxxx Xxxxx, XX 00000
2015 JSG Separate Property Trust dated as of November 24, 2015	20,254	OP Units	000 Xxxxx Xxxx Xxxxx, XX 00000
Xxxxxx Xxxxxx	20,254	OP Units	0000 Xxxx Xxxxxx Xxx Xxxxxxxxxxx, XX 00000
XxXxxxxx Family Trust dated January 6, 1993	150,503	OP Units	000 Xxxxxxxx Xxxx. Xxxxxxx Xxxxxxx, XX 00000
Xxxxxxx XxXxxxxxxx	32,210	OP Units	00000 Xxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000
Xxxxxx X. XxXxxxxxxx	32,210	OP Units	000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000
Xxxxxxx XxXxxxxxxx	32,210	OP Xxxxx	00 Xxxxx Xx. Xxxxxxxxx, XX 00000
Xxxx X. XxXxxxxxxx QTIP Trust dated April 28, 1988	32,210	OP Units	0 Xxxxx Xxxxx Xxxxxxxx, XX 00000
Xxxxx Xxxxxxxxx	32,210	OP Units	0000 X. Xxxxxxx Xxx Xxxxxxx, XX 00000
CDD&D Management, LLC	1,627	OP Units	000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000
Cesped 1992 Family Trust dated February 26, 1992	65,065	OP Units	000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000
Xxxxx X. Xxxxxx	16,271	OP Units	00000 Xxxxxxxxxxxx Xx Xxxxxx, XX 00000
Xxxxxx 2005 Family Trust	16,271	OP Units	000 Xxxxxxxxxxx Xxx Xxx Xxxxxx, XX 00000
Holpainen Holdings, LLC	32,533	OP Units	0000 X. Xxxxxxx Xxx Xxxxxxx, XX 00000
Xxxx Xxxxxxxx & Xxxxx Xxxxxxxx	16,267	OP Units	0000 Xxxxx Xx. Xxxxxxx, XX 00000
Xxxxxxxx Family Trust dated May 21, 2004	32,556	OP Units	000 Xxxxxxxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000
Xxx and Xxxxxx Xxxxxxxx Family Revocable Trust Established May 1,2006	40,685	OP Units	000 Xxxxxxxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000

Name of Partner	Partnership Units (Amount)	Type	Address
Xxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx	40,685	OP Units	000 Xxxxxxxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx and Xxxxxxxx Xxxxxxxx	8,141	OP Units	000 Xxxxxxxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx	118,787	OP Units	000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000
ACSW, LLC	705,947 (SC Redeemable)	OP Units	0000 Xxxx Xxxxxxxxxx Xxxx. XX # 000 Xxxxxxxx, XX 00000
Xxxxx Xxxx LLC	705,947 (SC Redeemable)	OP Units	0000 X. Xxxxxx Xxx, Xxxxxx Xxxxxx, XX 00000
Xxx Xxxxxxxx	70,595 (SC Redeemable) 94,126 (SC Limited Participation) 305,911	OP Units	00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, XX 00000
Xxxxx Xxxxxxxx	282,379 (SC Redeemable) 188,253 (SC Limited Participation)	OP Units	0 Xxxxx Xxxx Xxxxx #00x Xxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx	181,615 (SC Redeemable) 289,017	OP Units	0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000
TOTALS	106,939,173	OP Units