0001171843-16-008096 Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • February 24th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2015, is made and entered into by and among Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities, the “Holders” and each a “Holder”).

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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.

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Second Amended and Restated Agreement of Limited Partnership • February 24th, 2016 • Retail Opportunity Investments Partnership, LP • 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”).

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

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”).

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

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of December 10, 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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