Exhibit 10.3


 





FIFTH AMENDMENT


 


TO


 


SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP


 


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”).


 


WHEREAS, an Amendment to the Certificate of
Limited Partnership of the Partnership was filed in the office of the Secretary of State of the State of Delaware on January 5,
2010;


 


WHEREAS, the General Partner and the limited
partners of the Partnership entered into an Agreement of Limited Partnership of the Partnership, dated as of January 5, 2010, pursuant
to which the Partnership was formed;


 


WHEREAS, the General Partner and the limited
partners of the Partnership entered into the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated
as of September 27, 2013, as amended on December 11, 2014, and as further amended on December 4, 2015, December 10, 2015 and December
31, 2015 (the “Partnership Agreement”);


 


WHEREAS, capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Partnership Agreement.


 


WHEREAS, pursuant to the terms and provisions
of that certain Purchase and Sale Agreement dated December 4, 2015, by and among Retail Opportunity Investments Corp., a Maryland
corporation (the “REIT”), the Partnership, and the Seller (as defined therein) (the “Purchase Agreement”),
the Partnership, or its assignee, intends to purchase the real property and improvements commonly known as Casitas Plaza Shopping
Center, located at 5412 Carpinteria Avenue, City of Carpinteria, Santa Barbara County, California and Magnolia Center located at
5186 Hollister Avenue, City of Santa Barbara, Santa Barbara County, California (the “Property”) from the Seller;


 


WHEREAS, in connection with the Purchase Agreement,
the REIT and the Partnership entered into a Contribution Agreement, dated the date hereof, with the Seller (as defined therein,
the “Contributor”)), and the Partnership shall issue OP Units, to pay the Purchase Price (as defined in the
Purchase Agreement) for the Property, to the Contributor in exchange for the Property in accordance with the terms of the Purchase
Agreement;


 


WHEREAS, pursuant to Section 4.03(a) of
the Partnership Agreement, the General Partner has the power, without the prior consent of the Limited Partners (as defined in
the Partnership Agreement), to cause the Partnership to issue additional Partnership Interests, in the form of Partnership Units
(which includes OP Units), on such terms and conditions as shall be established by the General Partner in it sole and absolute
discretion, in accordance with the Partnership Agreement; and


 






     

     

    

WHEREAS, pursuant to Sections 4.03(a) and
7.03(c) of the Partnership Agreement, the General Partner has the power, without the prior consent of the Limited Partners,
to amend the Partnership Agreement to reflect any change in ownership of Partnership Interests, and the General Partner has determined
that it is necessary and desirable to amend the Partnership Agreement, including any exhibits or schedules thereto, in order to
reflect such changes.


 


NOW, THEREFORE, the General Partner desires to effect this Amendment
to the Partnership Agreement as provided herein:


 


	 	 
	1.	
        Exhibit A. Exhibit A to the Partnership Agreement
        is hereby amended and restated in its entirety as set forth in Schedule A hereto.

         

	2.	
        Partnership Agreement. Except as set forth herein,
        the Partnership Agreement shall remain in full force and effect.

         

	3.	
        Governing Law. This Amendment shall be governed
        by, and construed in accordance with, the laws of the State of Delaware.

         



 


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IN WITNESS WHEREOF, this Fifth Amendment to the
Partnership Agreement has been executed as of the date first written above.


 


GENERAL PARTNER:


 


Retail Opportunity Investments
GP, LLC,


 


a Delaware limited liability company


 


By:  Retail Opportunity Investments Corp., 


a Maryland corporation, 


its sole member


 


By: /s/ Michael B. Haines                       


Name: Michael B. Haines 


Title: Chief Financial Officer


 


 


 


 


 


 






     

     

    

SCHEDULE A


 


PARTNERS AND PARTNERSHIP UNITS


 


As of March 10, 2016


 


	Name of Partner	Partnership Units (Amount)	Type	Address
	General Partner:
	Retail Opportunity Investments GP, LLC	1,121,742	OP Units	
        8905 Towne Centre Drive, Suite 108,

         

        San Diego, California 92122

         

        Attention: Chief Financial Officer

        Facsimile No.: (858) 408-3810

         

	Limited Partners:
	Retail Opportunity Investments Corp.	98,250,832	OP Units	
        8905 Towne Centre Drive, Suite 108,

         

        San Diego, California 92122

         

        Attention: Chief Financial Officer

        Facsimile No.: (858) 408-3810

         

	Abby Sher	23,986	OP Units	
        15935 Alcima Ave.

         

        Pacific Palisades, CA 90272

         

	Ari Blum	14,290	OP Units	
        68 Madrone Avenue

         

        Larkspur, CA 94939

         

	Blum Family Trust	48,010	OP Units	
        c/o Rawson, Blum & Co.

         

        505 Sansome Street, Suite 450

         

        San Francisco, CA 94111

         

	Blum Irrev. Trust, The Joseph	4,602	OP Units	
        c/o Rawson, Blum & Co.

         

        505 Sansome Street, Suite 450

         

        San Francisco, CA 94111

         

	Circe Sher	14,919	OP Units	
        681 So. Fitch Mountain Road

         

        Healdsburg, CA 95448

         

	Clahan Revocable Trust	46,840	OP Units	
        c/o Eugene Clahan

         

        16 Meadow Avenue

         

        Kentfield, CA 94904

         

	Justin Sher	14,371	OP Units	268 Bush Street, #3133

San Francisco, CA 94104
	




     

     

    

	Partner	Partnership Units (Amount)	Type	Addre
	Lacey Sher	11,850	OP Units	
        10500 NE 8th St, Suite 850

         

        Bellevue, WA 98004

         

	Morgan Blum	14,290	OP Units	
        3678 23rd Street

         

        San Francisco, CA 94110

         

	Nigel Sher	10,889	OP Units	
        10500 NE 8th St, Suite 850

         

        Bellevue, WA 98004

         

	Rachel Sher	8,295	OP Units	
        10500 NE 8th St, Suite 850

         

        Bellevue, WA 98004

         

	Rawson, Blum & Co.	732	OP Units	
        c/o Rawson, Blum & Co.

         

        505 Sansome Street, Suite 450

         

        San Francisco, CA 94111

         

	Rawson, Living Trust	79,562	OP Units	
        c/o David Rawson

         

        2744 Green Street

         

        San Francisco, CA 94123

         

	Rebecca Wellington	10,889	OP Units	
        2729 51st Avenue SW

         

        Seattle, WA 98116

         

	SARM Enterprises	566,499	OP Units	
        10500 NE 8th St, Suite 850

         

        Bellevue, WA 98004

         

	Sher GP, Inc.	4,196	OP Units	
        c/o Ronald Sher

         

        10500 NE 8th St., Suite 850

         

        Bellevue, WA 98004

         

	Sher, Merritt & Pamela Living Trust	128,632	OP Units	
        c/o Sher Partners

         

        10500 NE 8th St., Suite 850

         

        Bellevue, WA 98004

         

	Sher, Ronald	143,160	OP Units	
        10500 NE 8th St., Suite 850

         

        Bellevue, WA 98004

         

	TCA Holdings LLC	1,581,813	OP Units	
        10500 NE 8th St., Suite 850

         

        Bellevue, WA 98004

         

	Terranomics	2,209	OP Units	
        c/o Sher Partners

         

        10500 NE 8th St., Suite 850

         

        Bellevue, WA 98004

         

	Thomas Bomar	24,236	OP Units	
        71 Reed Ranch Road

         

        Tiburon, CA 94920

         

	W&P Stewart Trust dated 9/13/11	2,813	OP Units	
        27482 Willowbank Road

         

        Davis, CA 95618

         

	WS Harrison, LLC	989,272	OP Units	
        33855 Van Duyn Road

         

        Eugene, Oregon 97408

         




 



     

     

    




	Partner	Partnership Units (Amount)	Type	Addre
	Donald F. Gaube	377,788	OP Units	
        287 Cross Road

         

        Alamo, CA 94507

         

	Frank K. Boscow and Sue C. Boscow Revocable Trust U/A dated December 12, 1996	113,657	OP Units	
        287 Cross Road

         

        Alamo, CA 94507

         

	2015 JSG Separate Property Trust dated as of November 24, 2015	20,254	OP Units	
        287 Cross Road

         

        Alamo, CA 94507

         

	Thomas Boscow	20,254	OP Units	
        3411 Gold Nugget Way

         

        Placerville, CA 95667

         

	LaFrance Family Trust dated January 6, 1993	150,503	OP Units	
        500 Fairview Blvd.

         

        Incline Village, NV 89451

         

	Deborah DeDomenico	32,210	OP Units	
        13424 Chalk Hill Road

         

        Healdsburg, CA 95448

         

	Dennis T. DeDomenico	32,210	OP Units	
        650 Alvarado Road

         

        Berkeley, CA 94705

         

	Claudia DeDomenico	32,210	OP Units	
        82 Beach St.

         

        Belvedere, CA 94920

         

	Lois M. DeDomenico QTIP Trust dated April 28, 1988	32,210	OP Units	
        2 Requa Place

         

        Piedmont, CA 94611

         

	Donna Holpainen	32,210	OP Units	
        4727 W. Roberts Way

         

        Seattle, WA 98199

         

	CDD&D Management, LLC	1,627	OP Units	
        650 Alvarado Road

         

        Berkeley, CA 94705

         

	Cesped 1992 Family Trust dated February 26, 1992	65,065	OP Units	
        970 Wedge Court

         

        Incline Village, NV 89451

         

	David E. Cesped	16,271	OP Units	
        13148 Freemanville Rd

         

        Milton, GA 30004

         

	Vidano 2005 Family Trust	16,271	OP Units	
        784 Cordilleras Ave

         

        San Carlos, CA 94070

         

	Holpainen Holdings, LLC	32,533	OP Units	
        4727 W. Roberts Way

         

        Seattle, WA 98199

         

	Sean Rhatigan & Ellen Rhatigan	16,267	OP Units	
        1347 Court St.

         

        Alameda, CA 94501

         

	Engstrom Family Trust dated May 21, 2004	32,556	OP Units	
        837 Jefferson Blvd.

         

        West Sacramento, CA 95691

         

	Jim and Marsha Engstrom Family Revocable Trust Established May 1,2006	40,685	OP Units	
        837 Jefferson Blvd.

         

        West Sacramento, CA 95691

         




 



     

     

    




	Partner	Partnership Units (Amount)	Type	Addre
	Eric A. Engstrom and Sheila Engstrom	40,685	OP Units	
        837 Jefferson Blvd.

         

        West Sacramento, CA 95691

         

	Matthew K. Engstrom and Jennifer Engstrom	8,141	OP Units	
        837 Jefferson Blvd.

         

        West Sacramento, CA 95691

         

	Richard A. Bruzzone	118,787	OP Units	
        892 Broadmoor Court

         

        Lafayette, CA 94549

         

	Jay Sternoff	
        94,126 (SC Limited Participation)

         

        305,911

         
	OP Units	
        22440 NE Union Hill Road

         

        Redmond, WA 98053

         

	Nancy Sternoff	
        117,658

         

        188,253 (SC Limited Participation)

         
	OP Units	
        1 Grand Army Plaza #11a

         

        Brooklyn, NY 11238

         

	Richard Sternoff	289,017	OP Units	
        5320 Lansdowne Lane

         

        Mercer Island, WA 98040

         

	Plaza International	4,393,064	OP Units	
        21777 Ventura Boulevard

         

        Woodland Hills, CA 91364

         

	Hollman Property Company	2,434,833	OP Units	
        Hollman Property Company

         

        315 Meigs Road, Suite 654

         

        Santa Barbara, California 93109

         

	TOTALS	112,174,185	OP Units