RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (a Delaware limited partnership) $250,000,000 4.000% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2014 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with U.S. Bancorp Investments, Inc., Jefferies LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom U.S. Bancorp Investments, Inc., Jefferies LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as Representatives (in such capacity, collectively, the “Representatives”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the principal amount of the Operating Partnership’s 4.000% Senior Notes due 2024 (the “Notes”) set forth opposite their respective names in Schedule A hereto, in an aggregate principal amount for all of the Underwriters equal to
