0001171843-12-004504 Sample Contracts

Retail Opportunity Investments Corp. White Plains, New York 10601
Retail Opportunity Investments Corp • December 14th, 2012 • Real estate investment trusts • New York

We make reference to that certain Warrant Agreement dated as of October 17, 2007 between Retail Opportunity Investments Corp. (formerly known as NRDC Acquisition Corp.) (the “Company”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by that certain Supplement & Amendment to Warrant Agreement dated as of October 20, 2009 (as further amended, from time to time, the “Warrant Agreement”). Capitalized terms used but not defined in this letter shall have the meanings set forth in the Warrant Agreement. The Company and Computershare Trust Company, NA (“Computershare”) wish to confirm the appointment of Computershare as the successor Warrant Agent under Warrant Agreement and the amendment of the Warrant Agreement as set forth below.

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