0001171843-16-008619 Sample Contracts

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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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Second Amended and Restated Agreement of Limited Partnership • 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”).

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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