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






Exhibit 4.2


SPECIMEN UNIT CERTIFICATE 

 

	No. RU-_________________	___________ UNITS
	CUSIP No.: 76131N200	 


    RETAIL OPPORTUNITY INVESTMENTS CORP.


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND 

ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK


SEE REVERSE FOR CERTAIN DEFINITIONS


     THIS CERTIFIES THAT ________________________ is
the owner of _____________ Units.


     Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of Retail Opportunity Investments Corp., a Delaware
corporation (the “Corporation”), and one (1) warrant (the “Warrant”) of the Corporation. The Warrant entitles the holder to purchase one (1) share of Common Stock for $12.00 per share (subject to adjustment). The Warrant may
be exercised in whole, but not in part, at any time, on any business day occurring during the period commencing on the consummation of the Corporation’s initial business combination and ending at 5:00 P.M., New York City time, on the earlier to
occur of October 23, 2014 or the date fixed for redemption of all the then outstanding Warrants by the Corporation, if applicable. The terms of the Warrants are governed by a Warrant Agreement, dated as of October 17, 2007, as amended by the
Supplement and Amendment to Warrant Agreement, dated October 20, 2009 between the Corporation and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, NY 10004, and are available to any Warrant holder on written
request and without cost. 


     The shares of Common Stock and the shares underlying the Warrants 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


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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. 


This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation. 

Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized
officers. 


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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RETAIL OPPORTUNITY INVESTMENTS CORP.


     The Corporation will furnish without charge to each stockholder who so requests, a statement of 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. 


     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.


     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)





	 
	 
	 


____________________________________________________________
Units 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. 


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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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