0001171843-15-001019 Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • February 25th, 2015 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2014, is made and entered into by and between Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), and WS Harrison, LLC, an Oregon limited liability company, in its capacity as a holder of the Registrable Securities (as defined below), the “Holder”).

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Tax Protection Agreement
Tax Protection Agreement • February 25th, 2015 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of December 11, 2014, by and among Retail Opportunity Investments Corp., a Maryland 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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