-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



Exhibit 4.4


	No. RC-_________________	SHARES ___________
	CUSIP No.: 76131N101	 





     RETAIL OPPORTUNITY INVESTMENTS CORP. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK 


SEE REVERSE FOR CERTAIN DEFINITIONS


THIS CERTIFIES THAT



IS THE OWNER OF 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE 

COMMON STOCK OF 


RETAIL OPPORTUNITY INVESTMENTS CORP.


transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and
Registered by the Registrar. 


     WITNESS the seal of the Corporation and the facsimile signatures of its duly authorized officers.


DATED:


RETAIL OPPORTUNITY INVESTMENTS CORP.

CORPORATE 

DELAWARE 

SEAL 

2009 

	By:	 	 	 
	 	Chief Executive
        Officer	 	Chief Financial
        Officer


 

	COUNTERSIGNED By:     	 
	 	 
	 	 
	Continental Stock Transfer & Trust
    Company


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 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


	TEN COM 	-	as tenants in common	 	UNIF GIFT MIN ACT -  	______ Custodian ______
	 
	TEN ENT 	 -	as tenants by the entireties	 	 	(Cust)	(Minor) 
	JT TEN 	 -	as joint tenants with
    right of	 	 	under Uniform Gifts to
        Minors Act
	 	 	survivorship and not as
    tenants in	 	 	_______	 
	 	 	common	 	 	 (State)	 





     Additional abbreviations may also be used though not in the above list.


RETAIL OPPORTUNITY INVESTMENTS CORP.


     Retail Opportunity Investments Corp. (the “Corporation”) will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of the Corporation’s Common
Stock (copies of which may be obtained from the Corporation), to all of which the holder of this certificate by acceptance hereof assents. 


     The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its
qualification as a Real Estate Investment Trust under the Code. Subject to certain further restrictions and except as expressly provided in the Corporation’s Second Amended and Restated Certificate of Incorporation, (i) no Person may
Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8 percent (in value or number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock of the Corporation in excess of 9.8 percent (in value or number of shares) of the total outstanding shares
of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in the
Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock
of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own
or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If the restrictions on transfer or ownership provided in (i), (ii) or (iii) above are violated, the shares of
Capital Stock in excess or in violation of the above limitations will be (x) automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries or (y) the Corporation shall, at its option, redeem such shares of
Capital Stock from the transferor, in the case of a Transfer, or person, in the case of another event, for, at its option, cash, a note or other securities of the Corporation. In addition, the Corporation may redeem shares upon the terms and
conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the ownership restriction provided
in (iv) above would be violated or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All
capitalized terms in this legend have the meanings defined in the Second Amended and Restated Certificate of Incorporation of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and
ownership, will be furnished to each holder of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Chief Financial Officer of the Corporation at its principal office. 


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     FOR VALUE RECEIVED, _______________
 HEREBY SELL, ASSIGN AND TRANSFER UNTO



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	 	 
	 	 
	 
	(PLEASE PRINT OR
    TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


____________________________________________________________
    Shares of the Capital stock represented by the within Certificate, and do
    hereby irrevocably constitute and appoint _____________ Attorney to transfer
    the said stock on the books of the within named Corporation with full power
  of substitution in the premises. 

DATED: ____________

	 	 	 
	 	 	NOTICE: THE
          SIGNATURE TO THIS ASSIGNMENT 

MUST CORRESPOND WITH THE NAME AS WRITTEN

UPON THE FACE OF THE CERTIFICATE IN EVERY

PARTICULAR, WITHOUT ALTERATION OR

ENLARGEMENT OR ANY CHANGE WHATSOEVER.
	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	By	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED
          BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
          AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
    SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).  	 	 
	 	 	 


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