NRDC ACQUISITION CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2007, by NRDC Acquisition Corp., a Delaware corporation (the “Company”) and NRDC Capital Management, LLC, a Delaware limited liability company (the “Investor”).
CREDIT AGREEMENT Dated as of September 20, 2011 among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, as the Borrower, RETAIL OPPORTUNITY INVESTMENTS CORP., as the Parent Guarantor, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR IDENTIFIED HEREIN, as...Credit Agreement • September 26th, 2011 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is dated as of September 20, 2011, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer.
TERM LOAN AGREEMENT Dated as of September 20, 2011 among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, as the Borrower, RETAIL OPPORTUNITY INVESTMENTS CORP., as the Parent Guarantor, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR IDENTIFIED HEREIN, as...Term Loan Agreement • September 26th, 2011 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This TERM LOAN AGREEMENT (“Agreement”) is dated as of September 20, 2011, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.
CREDIT AGREEMENT Dated as of December 1, 2010 among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, as the Borrower, RETAIL OPPORTUNITY INVESTMENTS CORP., as the Parent Guarantor, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR IDENTIFIED HEREIN, as the...Credit Agreement • December 6th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2010, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
August 10, 2009Letter Agreement • August 14th, 2009 • NRDC Acquisition Corp. • Real estate investment trusts • New York
This letter (the “Letter Agreement”) is being delivered to you for the purposes of amending the terms of the Letter Agreement (the “Insider Letter”) that you entered into in connection with the Underwriting Agreement, dated October 17, 2007 (the “Underwriting Agreement”), by and between Banc of America Securities LLC, as representative of the several underwriters named in Schedule A thereto, and NRDC Acquisition Corp. (the “Company”), relating to an underwritten initial public offering (the “IPO”) of 41,400,000 of the Company’s Units (including the underwriter’s option to purchase 5,400,000 Units), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant exercisable for one share of Common Stock (a “Warrant”) and cancelling your Shares (as defined below).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 29, 2012 among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, as the Borrower, RETAIL OPPORTUNITY INVESTMENTS CORP., as the Parent Guarantor, CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR...Credit Agreement • September 5th, 2012 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is dated as of August 29, 2012, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.
Robert C. BakerLetter Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
Michael J. IndiveriLetter Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 5th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective the 15th day of June, 2010 by and between CASCADE SUMMIT RETAIL LLC, an Oregon limited liability company (“Seller”), and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”).
William L. MackLetter Agreement • October 10th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2012 • Retail Opportunity Investments Corp • Real estate investment trusts • California
EMPLOYMENT AGREEMENT dated as of November 19, 2012, by and between Retail Opportunity Investments Corp., a Maryland corporation (the "Company"), and Michael B. Haines, residing at the address set forth on the signature page hereof (the “Executive”).
NRDC ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • September 7th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (the “Agreement”) is made as of [•], 2007, between NRDC Acquisition Corp., a Delaware corporation, with offices at 3 Manhattanville Road, Purchase, NY 10577 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).
RETAIL OPPORTUNITY INVESTMENTS CORP. (a Maryland corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2011 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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 Merrill Lynch is acting as Representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 975,000 additional shares of Common Stock. The aforesaid 6,500,000 shares of Common Stock (the “Initial Securities
FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of August 29, 2012 among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, as the Borrower, RETAIL OPPORTUNITY INVESTMENTS CORP., as the Parent Guarantor, CERTAIN SUBSIDIARIES OF THE PARENT...Term Loan Agreement • September 5th, 2012 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This AMENDED AND RESTATED TERM LOAN AGREEMENT (“Agreement”) is dated as of August 29, 2012, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04, the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.
NRDC ACQUISITION CORP. INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of [•], 2007, by and between NRDC Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NRDC ACQUISITION CORP. INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of October 9, 2007, by and between NRDC Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS PLACEMENT WARRANT PURCHASE AGREEMENT (the “Agreement”) made as of this [●] day of [●], 2007, among NRDC Acquisition Corp., a Delaware corporation (the “Company”), and NRDC Capital Management, LLC, a Delaware limited liability company (the “Purchaser”).
Richard A. BakerLetter Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
RETAIL OPPORTUNITY INVESTMENTS CORP. 2009 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENTOption Award Agreement • October 26th, 2009 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
THIS OPTION AWARD AGREEMENT is by and between Retail Opportunity Investments Corp., a Delaware corporation (the “Company”) and John Roche (the “Optionee”), dated as of the 20th day of October, 2009.
NRDC ACQUISITION CORP. CO-INVESTMENT AGREEMENTCo-Investment Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS CO-INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2007, is entered into by and between NRDC Acquisition Corp., a Delaware corporation (the “Company”) and NRDC Capital Management, LLC, a Delaware limited liability company (the “Purchaser”).
NRDC Capital Management, LLC Letterhead]Letter Agreement • September 27th, 2007 • NRDC Acquisition Corp. • Blank checks
SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • October 26th, 2009 • Retail Opportunity Investments Corp • Real estate investment trusts • Delaware
This Supplement and Amendment to the Warrant Agreement dated as of October 20, 2009 (the “Amendment”), is executed by NRDC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
RETAIL OPPORTUNITY INVESTMENTS CORP. OPTION AWARD AGREEMENTOption Award Agreement • March 12th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
FORM OF LETTER AGREEMENT FOR APOLLO REAL ESTATE ADVISORS APOLLO REAL ESTATE ADVISORS L.P.Letter Agreement • October 10th, 2007 • NRDC Acquisition Corp. • Blank checks
We hereby confirm our agreement with you that, as part of his on-going professional responsibilities and employment, and with no additional consideration offered or received, Mr. Brian M. Earle, a partner of Apollo Real Estate Advisors L.P., has been directed to provide certain services to NRDC Acquisition Corp. (the “Company”) related to and in connection with the Company’s consummation of its initial business combination, substantially on the terms set forth in the Company’s registration statement on Form S-1 (File No. B33-14487). It is agreed that Mr. Earle will undertake such tasks and responsibilities upon oral or written request to him by any officer or director of the Company.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 5th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts
This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated May 11, 2010, for reference, is by and between J-T PROPERTIES LTD., a Washington limited partnership (“Seller”), and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”).
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • September 7th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is made as of [•], 2007 by and among NRDC Acquisition Corp. (the “Company”), NRDC Capital Management, LLC, NRDC Real Estate Advisors, LLC, NRDC Equity Partners LLC (the preceding three entities, the “Associated Entities”), William Mack, Robert Baker, Richard Baker and Lee Neibart (the “Associated Persons” and, together with the Associated Entities, the “Associated Parties”) and each of the Independent Directors (as defined below) of the Company.
FORM OF LETTER AGREEMENT FOR APOLLO REAL ESTATE ADVISORS APOLLO REAL ESTATE ADVISORS L.P.NRDC Acquisition Corp. • September 7th, 2007 • Blank checks
AMENDMENT TO PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • October 26th, 2009 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
This AMENDMENT TO PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of October 20, 2009 (this “Amendment”), is by and among NRDC ACQUISITION CORP., a Delaware corporation (the “Company”), and NRDC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Placement Warrant Purchase Agreement referenced below.
RETAIL OPPORTUNITY INVESTMENTS CORP. 2009 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENTOption Award Agreement • October 26th, 2009 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
THIS OPTION AWARD AGREEMENT is by and between Retail Opportunity Investments Corp., a Delaware corporation (the “Company”) and Richard A. Baker (the “Optionee”), dated as of the 20th day of October, 2009.
NRDC ACQUISITION CORP. 3 Manhattanville Road Purchase, NY 10577 August 17, 2009Underwriting Agreement • August 21st, 2009 • NRDC Acquisition Corp. • Real estate investment trusts
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated October 17, 2007, between NRDC Acquisition Corp. (the “Company”) and Banc of America Securities LLC, as representative of the several underwriters, including Ladenburg Thalmann & Co. Inc. (the “Underwriter”), in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.
ContractEquity Offeringsm Sales Agreement • June 23rd, 2011 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 6th, 2010 • Retail Opportunity Investments Corp • Real estate investment trusts
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective the day of February, 2010, by and between CORNICHE DEVELOPMENT, INC., a Washington corporation (“Seller”), and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONSAgreement for Purchase and Sale • February 25th, 2011 • Retail Opportunity Investments Corp • Real estate investment trusts • California
This Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions (“Agreement”) is made and entered into as of the 13th day of October, 2010 by and between Pinole Vista LLC, a California limited liability company (“Seller”), and Retail Opportunity Investments Corp., a Delaware corporation, or its permitted assigns (“Buyer”).
RETAIL OPPORTUNITY INVESTMENTS CORP. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRetail Opportunity • October 26th, 2009 • Retail Opportunity Investments Corp • Real estate investment trusts • New York
THIS AGREEMENT is made by and between Retail Opportunity Investments Corp., a Delaware corporation (the “Company”) and John Roche (the “Grantee”), dated as of the 20th day of October, 2009.
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONSGeneral Assignment 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."
