0001171843-10-002332 Sample Contracts

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • November 4th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts • California

This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 16th day of September, 2010, by and among GRAND GATEWAY I, LLC, a California limited liability company (“Gateway I”), GRAND GATEWAY II, LLC, a California limited liability company (“Gateway II”), and GRAND GATEWAY III, LLC, a California limited liability company (“Gateway III"), collectively as seller, and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”), as buyer. Gateway I, Gateway II and Gateway III are each individually referred to herein as a “Seller Party” and collectively referred to herein as "Seller."

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 4th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated for reference purposes as of the 21st day of July, 2010, by and between O’HEARN/HILLCREST PROPERTIES, LLC, a Delaware limited liability company (“Seller”), and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”).

CONVEYANCE IN LIEU OF FORECLOSURE AGREEMENT
Conveyance in Lieu of Foreclosure Agreement • November 4th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts • California
OPERATING AGREEMENT OF WILSONVILLE OTS LLC BETWEEN GRAMOR WILSONVILLE OTS LLC AND ROIC OREGON, LLC
Operating Agreement • November 4th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts • Oregon

Members Beginning Contributions Initial Capital Accounts Percentage Interests Number of Votes Gramor Wilsonville OTS LLC $42,542.28 $42,542.28 50% 50 ROIC Oregon, LLC $808,303.23 $808,303.23 50% 50

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