EXHIBIT 10.21


 





Registration Rights
Agreement


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of December 4, 2015, is made and entered into by and among Retail Opportunity Investments Corp., a Maryland corporation
(the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as a holders
of Registrable Securities, the “Holders” and each a “Holder”).


WITNESSETH


WHEREAS, the operating partnership
of the Company, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (“ROIP”), and
the Holders have entered into a Contribution Agreement, dated December 4, 2015 (the “Contribution Agreement”),
pursuant to which the Holders contributed a portion of the purchase price for the real property and improvements commonly known
as The Iron Horse Plaza located at 345 Railroad Avenue, Danville, Contra Costa County, California, to ROIP in exchange for 1,232,394
operating partnership units of ROIP (such units in the aggregate, the “OP Units”), which such OP Units upon
presentation for redemption by the Holders in accordance with the provisions of the First Amended and Restated Agreement of Limited
Partnership of ROIP, may be redeemed for shares of common stock, par value $0.0001 per share, of the Company (the “Common
Stock”); and


WHEREAS, the Company desires to enter
into this Agreement with the Holders in order to grant the Holders the registration rights contained herein.


NOW, THEREFORE, in consideration of
the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


Section 1.Definitions. As used
in this Agreement, the following terms shall have the following meanings:


“Affiliate” shall mean, when used
with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the specified Person; (ii) any Person who, from time to time, is a member of the
Immediate Family of a specified Person; (iii) any Person who, from time to time, is an officer or director or manager of a specified
Person; or (iv) any Person who, directly or indirectly, is the beneficial owner of 50% or more of any class of equity securities
or other ownership interests of the specified Person, or of which the specified Person is directly or indirectly the owner of 50%
or more of any class of equity securities or other ownership interests.


“Agreement” shall mean
this Registration Rights Agreement as originally executed and as amended, supplemented or restated from time to time.


“Board” shall mean the
Board of Directors of the Company.






    	1 - REGISTRATION RIGHTS AGREEMENT



    	 



    

“Business Day” shall
mean each day other than a Saturday, a Sunday or any other day on which banking institutions in the State of California are authorized
or obligated by law or executive order to be closed.


“Commission” shall mean
the Securities and Exchange Commission and any successor thereto.


“Common Stock” shall
have the meaning set forth in the Recitals hereof.


“Company” shall have
the meaning set forth in the introductory paragraph hereof.


“Contribution Agreement”
shall have the meaning set forth in the Recitals hereof.


“Control” (including
the terms “Controlling,” “Controlled by” and “under common Control with”) shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person through the ownership
of Voting Power, by contract or otherwise.


“Controlling Person”
shall have the meaning set forth in Section 5 hereof.


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law) and the rules and regulations
thereunder.


“Holder” shall have
the meaning set forth in the introductory paragraph hereof.


“OP Units” shall have
the meaning set forth in the Recitals hereof.


“Person” shall mean
any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization
or other governmental or legal entity.


“Registrable Securities”
shall mean the Common Stock that may be acquired by the Holders in connection with the exercise by such Holders of the redemption
rights associated with the OP Units; provided, however, such Registrable Securities shall cease to be Registrable Securities upon
the occurrence of the earliest of the following: (i) the date on which a registration statement with respect to the sale of such
Registrable Securities shall have become effective under the Securities Act and all such Registrable Securities shall have been
sold, transferred, disposed of or exchanged in accordance with such registration statement, (ii) the date on which such Registrable
Securities shall have been sold and all transfer restrictions and restrictive legends with respect to such Registrable Securities
are removed upon the consummation of such sale, (iii) the date on which such Registrable Securities become eligible to be publicly
sold pursuant to Rule 144 (or any successor provision) under the Securities Act, or (iv) such Registrable Securities have ceased
to be outstanding.






    	2 - REGISTRATION RIGHTS AGREEMENT



    	 



    

“Registration Expenses”
shall mean (i) the fees and disbursements of counsel and independent public accountants for the Company incurred in connection
with the Company’s performance of or compliance with this Agreement, including the expenses of any special audits or “comfort”
letters required by or incident to such performance and compliance, and any premiums and other costs of policies of insurance obtained
by the Company against liabilities arising out of the sale of any securities and (ii) all registration, filing and stock exchange
fees, all fees and expenses of complying with securities or “blue sky” laws, all fees and expenses of custodians, transfer
agents and registrars, and all printing expenses, messenger and delivery expenses; provided, however, “Registration Expenses”
shall not include any out-of-pocket expenses of the Holders, transfer taxes, underwriting or brokerage commissions or discounts
associated with effecting any sales of Registrable Securities that may be offered, which expenses shall be borne by each Holder
of Registrable Securities on a pro rata basis with respect to the Registrable Securities so sold.


“ROIP” shall have the
meaning set forth in the Recitals hereof.


“Securities Act” shall
mean the Securities Act of 1933, as amended (or any successor corresponding provision of succeeding law), and the rules and regulations
thereunder.


“Shelf Registration Statement”
shall have the meaning set forth in Section 2(a) hereof.


“Underwritten Offering”
shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.


“Voting Power” shall
mean voting securities or other voting interests ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of board members or Persons performing substantially equivalent tasks and responsibilities with
respect to a particular entity.


Section 2.Shelf Registrations.


a.Shelf Registration. The Company
agrees to use commercially reasonable efforts to file with the Commission a registration statement under the Securities Act for
the offering on a continuous or delayed basis in the future covering resales of the Registrable Securities (the “Shelf
Registration Statement”), such filing to be made (subject to Section 3) on the date that is not more than one year after
the date on which the OP Units were issued as provided in the Contribution Agreement. Subject to Section 3, the Company shall use
commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as
practicable thereafter. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any
form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method
of sale as the Holders may from time to time notify the Company.


b.Effectiveness. The Company
shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the period beginning
on the date on which the Shelf Registration Statement is declared effective and ending on the date that all of the Registrable
Securities registered under the Shelf Registration Statement cease to be Registrable Securities. During the period that the Shelf
Registration Statement is effective, the Company shall supplement or make amendments to the Shelf Registration Statement, if required
by the Securities Act or if reasonably requested by the Holders (whether or not required by the form on which the securities are
being registered), including to reflect any specific plan of distribution or method of sale, and shall use commercially reasonable
efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.






    	3 - REGISTRATION RIGHTS AGREEMENT



    	 



    

Section 3.Black-Out Periods.


Notwithstanding anything herein to the
contrary, the Company shall have the right to postpone the filing of a registration statement and the right, exercisable from time
to time by delivery of a notice authorized by the Board at such times as the Company in its good faith judgment may reasonably
determine is necessary and advisable, to require the Holders not to sell pursuant to a registration statement or similar document
under the Securities Act filed pursuant to Section 2 or to suspend the use or effectiveness thereof if at the time of the delivery
of such notice (i) it has determined that the use of any registration statement or similar document under the Securities Act filed
pursuant to Section 2 would require the disclosure of material information that the Company has a bona fide business purpose for
preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction,
and that the Company is not otherwise required by applicable securities laws or regulations to disclose, (ii) all reports required
to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension,
or (iii) the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05, Rule
3-14 or Article 11 of Regulation S-X under the Securities Act or (iv) the Company is not eligible to use Form S-3 for purposes
of registering the resale of the Registrable Securities. The Company, as soon as practicable, shall (i) give the Holders prompt
written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give
the Holders prompt written notice of the termination of such suspension of sales of the Registrable Securities and (iii) promptly
file any amendment or reports necessary for any registration statement or prospectus of the Holders in connection with the completion
of such event.


Each Holder agrees by acquisition of the
Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in
this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such Holder’s receipt of the notice of completion of such event.


Section 4.Registration Procedures.


a.In connection with the filing of
any registration statement as provided in this Agreement, the Company shall use commercially reasonable efforts to, as expeditiously
as reasonably practicable:


(i)prepare and file with the Commission
the requisite registration statement (including a prospectus therein and any supplement thereto) to effect such registration and
use commercially reasonable efforts to cause such registration statement to become effective; provided, however, that before filing
such registration statement or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed
to be filed to counsel for the sellers of Registrable Securities covered by such registration statement and provide reasonable
time for such sellers and their counsel to comment upon such documents if so requested by a Holder;






    	4 - REGISTRATION RIGHTS AGREEMENT



    	 



    

(ii)prepare and file with the Commission
such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary
to maintain the effectiveness of such registration and to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during the period in which such registration statement is
required to be kept effective;


(iii)furnish to each Holder of the Registrable
Securities, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement
thereto (in each case including all exhibits other than those which are being incorporated into such registration statement by
reference), such number of copies of the prospectus contained in such registration statements (including each complete prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements
of the Securities Act, and such other documents, as the Holders may reasonably request;


(iv)register or qualify all Registrable
Securities under such other securities or “blue sky” laws of such jurisdictions as the Holders and the underwriters
of the securities being registered, if any, shall reasonably request, to keep such registration or qualification in effect for
so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable
to enable the Holders to consummate the disposition in such jurisdiction of the securities owned by the Holders, except that the
Company shall not for any such purpose be required to qualify generally to do business as a foreign company or to register as a
broker or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(a)(iv), or to consent
to general service of process in any such jurisdiction, or to be subject to any material tax obligation in any such jurisdiction
where it is not then so subject;


(v)immediately notify the Holders at
any time when the Company becomes aware that a prospectus relating thereto is required to be delivered under the Securities Act,
of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they were made, and, at the request of the Holders,
promptly prepare and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were made;






    	5 - REGISTRATION RIGHTS AGREEMENT



    	 



    

(vi)comply or continue to comply in
all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission
thereunder so as to enable any Holder to sell its Registrable Securities pursuant to Rule 144 promulgated under the Securities
Act, as further agreed to in Section 6 hereof;


(vii)provide a transfer agent and registrar
for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;


(viii)cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any
Securities Act legend; and enable certificates for such Registrable Securities to be issued for such number of shares and registered
in such names as the Holders may reasonably request in writing at least three (3) Business Days prior to any sale of Registrable
Securities;


(ix)list all Registrable Securities
covered by such registration statement on any securities exchange or national quotation system on which any such class of securities
is then listed or quoted and cause to be satisfied all requirements and conditions of such securities exchange or national quotation
system to the listing or quoting of such securities that are reasonably within the control of the Company including, without limitation,
registering the applicable class of Registrable Securities under the Exchange Act, if appropriate, and using commercially reasonable
efforts to cause such registration to become effective pursuant to the rules of the Commission;


(x)in connection with any sale, transfer
or other disposition by any Holder of any Registrable Securities pursuant to Rule 144 promulgated under the Securities Act, cooperate
with such Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be
sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be issued for such number
of shares and registered in such names as the Holders may reasonably request in writing at least three (3) Business Days prior
to any sale of Registrable Securities;


(xi)notify each Holder, promptly after
it shall receive notice thereof, of the time when such registration statement, or any post-effective amendments to the registration
statement, shall have become effective, or a supplement to any prospectus forming part of such registration statement has been
filed;


(xii)notify each Holder of any request
by the Commission for the amendment or supplement of such registration statement or prospectus for additional information; and


(xiii)advise each Holder, promptly after
it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement
by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding
for such purpose, and use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order
or requirement or to obtain its withdrawal if such stop order, injunction or other order or requirement should be issued, (B) the
suspension of the registration of the subject shares of the Registrable Securities in any state jurisdiction and (C) the removal
of any such stop order, injunction or other order or requirement or proceeding or the lifting of any such suspension.






    	6 - REGISTRATION RIGHTS AGREEMENT



    	 



    

b.In connection with the filing of
any registration statement covering Registrable Securities and as a condition to Holder’s participation in the registration,
each Holder shall furnish in writing to the Company such information regarding such Holder (and any of its Affiliates), the Registrable
Securities to be sold, the intended method of distribution of such Registrable Securities and such other information requested
by the Company as is necessary or advisable for inclusion in the registration statement relating to such offering pursuant to the
Securities Act. Such writing shall expressly state that it is being furnished to the Company for use in the preparation of a registration
statement, preliminary prospectus, supplementary prospectus, final prospectus or amendment or supplement thereto, as the case may
be.


Each Holder agrees by acquisition of the
Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 4(a)(v), such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4(a)(v); (ii) upon receipt of any notice from the Company of the happening of any event of the
kind described in clause (A) of Section 4(a)(xiii), such Holder will discontinue its disposition of Registrable Securities pursuant
to such registration statement until such Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiii); and
(iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of Section
4(a)(xiii), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement in the
applicable state jurisdiction(s) until such Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiii).


Section 5.Indemnification.


a.Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Holder, its partners, officers, directors, employees, agents and representatives,
and each Person (a “Controlling Person”), if any, who controls such Holder (within the meaning of the Section
15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damages, and expenses (including, without
limitation, reasonable attorneys’ fees), arising out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the registration statement under which such Registrable Securities were registered and sold under
the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement
thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
and the Company will reimburse each Holder for any reasonable legal or any other expenses reasonably incurred by it in connection
with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by any Holder specifically stating that it is for use
in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of the Holders or any such controlling Person and shall survive the transfer of such securities by the Holders.






    	7 - REGISTRATION RIGHTS AGREEMENT



    	 



    

b.Indemnification by the Holders.
Each Holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a)) the
Company, each member of the Board, each officer, employee, agent and representative of the Company and each of their respective
Controlling Persons, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged
omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder regarding
such Holder giving such indemnification specifically stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company or any such Board member, officer, employee, agent,
representative or Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder
to indemnify will be several and not joint among the Holders of Registrable Securities and the liability of each such Holder of
Registrable Securities will be in proportion to and limited in all events to the net amount received by such Holder from the sale
of Registrable Securities pursuant to such registration statement.


c.Notices of Claims, etc. Promptly
as reasonably practicable after receipt by an indemnified party of notice of the commencement of any action or proceeding involving
a claim referred to in the preceding paragraphs of this Section 5, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section 5, except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim,
the indemnifying party shall be entitled to assume the defense thereof, for itself, if applicable, together with any other indemnified
party similarly notified, and after notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof.






    	8 - REGISTRATION RIGHTS AGREEMENT



    	 



    

d.Indemnification Payments.
To the extent that the indemnifying party does not assume the defense of an action brought against the indemnified party as provided
in Section(c)(c), the indemnified party (or parties if there is more than one) shall be entitled to the reasonable legal expenses
of common counsel for the indemnified party (or parties). In such event, however, the indemnifying party will not be liable for
any settlement effected without the written consent of such indemnifying party, which consent shall not be unreasonably withheld.
The indemnification required by this Section 5 shall be made by periodic payments of the amount thereof during the course of an
investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. No indemnifying party
shall, without the prior written consent of the indemnified party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such judgment or settlement includes an unconditional release
of such indemnified party from all liability arising out of such claim or proceeding.


e.Contribution. If, for any
reason, the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, damage or liability,
(i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified
party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission) or (ii) if the
allocation provided by subclause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, in the proportion as is appropriate to reflect not only the relative fault of the indemnifying
party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations.


No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying
party who was not guilty of such fraudulent misrepresentation, and the liability for contribution of each Holder of Registrable
Securities will be in proportion to and limited in all events to the net amount received by such Holder from the sale of Registrable
Securities pursuant to such registration statement.


Section 6.Covenants Relating To
Rule 144. At such times as the Company becomes obligated to file reports in compliance with either Section 13 or 15(d) of the
Exchange Act, the Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange
Act and that it will take such further action as any Holder may reasonably request, all to the extent required from time to time
to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time or (b) any similar rule or regulation
hereafter adopted by the Commission.






    	9 - REGISTRATION RIGHTS AGREEMENT



    	 



    

Section 7.Market Stand-Off Agreement.
Each Holder hereby agrees that it shall not, directly or indirectly sell, offer to sell (including without limitation any short
sale), pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of or otherwise dispose of or transfer any Registrable Securities or other Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock then owned by such Holder (other than to permitted transferees
of the Holders who agree to be similarly bound) for up to 180 days following the date of an underwriting agreement with respect
to an underwritten public offering of the Company’s securities; provided, however, that all officers and directors of the
Company then holding Common Stock or securities convertible into or exchangeable or exercisable for Common Stock enter into similar
agreements for not less than the entire time period required of the Holders hereunder.


In order to enforce the foregoing covenant,
the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section
7 and to impose stop transfer instructions with respect to the Registrable Securities and such other securities of each Holder
(and the securities of every other Person subject to the foregoing restriction) until the end of such period.


Section 8.Miscellaneous.


a.Termination; Survival. The
rights of each Holder under this Agreement shall terminate upon the date that all of the Registrable Securities held by such Holder
may be sold during any three-month period in a single transaction or series of transactions without volume limitations under Rule
144 (or any successor provision) under the Securities Act. Notwithstanding the foregoing, the obligations of the parties under
Section 5 and paragraphs (d), (e) and (g) of this Section 8 shall survive the termination of this Agreement.


b.Expenses. All Registration
Expenses incurred in connection with any Shelf Registration under Section 2 shall be borne by the Company, whether or not any registration
statement related thereto becomes effective.


c.Counterparts. This Agreement
may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective
when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties.


d.Applicable Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of New York.


e.Prior Agreement; Construction;
Entire Agreement. This Agreement, including the exhibits and other documents referred to herein (which form a part hereof),
constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements
and understandings between the parties except the Purchase Agreement, and all such prior agreements and understandings are merged
herein and shall not survive the execution and delivery hereof.






    	10 - REGISTRATION RIGHTS AGREEMENT



    	 



    

f.Notices. All notices or other
communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent, postage
prepaid, by registered, certified or express mail or reputable overnight courier service or by telecopier and shall be deemed
given when so delivered by hand or, if mailed, three (3) Business Days after mailing (one Business Day in the case of express
mail or overnight courier service), addressed as follows: 





	If to the Holder:	To each address indicated for the Holders in Schedule 1 hereto.
	 	 
	If to the Company:	Retail Opportunity Investments Corp.
	 	8905 Towne Centre Drive, Suite 108
	 	San Diego, CA 92122
	 	Attn: Chief Financial Officer







 


g.Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. The Company may assign its rights or obligations hereunder to any successor to the Company’s
business or with the prior written consent of Holders of a majority of the then outstanding Registrable Securities. Notwithstanding
the foregoing, no assignee of the Company shall have any of the rights granted under this Agreement until such assignee shall acknowledge
its rights and obligations hereunder by a signed written agreement pursuant to which such assignee accepts such rights and obligations.


h.Headings. Headings are included
solely for convenience of reference and if there is any conflict between headings and the text of this Agreement, the text shall
control.


i.Amendments And Waivers. The
provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company and the Holders
of a majority of the Registrable Securities. Any waiver, permit, consent or approval of any kind or character on the part of any
such Holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent
specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each
Holder of Registrable Securities and the Company.


j.Interpretation; Absence Of Presumption.
For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall
be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith”
and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, paragraph or other references are to the Sections, paragraphs, or other references to
this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified,
(iv) the word “or” shall not be exclusive and (v) provisions shall apply, when appropriate, to successive events and
transactions.






    	11 - REGISTRATION RIGHTS AGREEMENT



    	 



    

This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instruments
to be drafted.


k.Severability. If any provision
of this Agreement shall be or shall be held or deemed by a final order by a competent authority to be invalid, inoperative or unenforceable,
such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative
or unenforceable, but this Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining such terms and provisions.


l.Specific Performance; Other Rights.
The parties recognize that various other rights rendered under this Agreement are unique and, accordingly, the parties shall, in
addition to such other remedies as may be available to them at law or in equity, have the right to enforce the rights under this
Agreement by actions for injunctive relief and specific performance.


m.Further Assurances. In connection
with this Agreement, as well as all transactions and covenants contemplated by this Agreement, each party hereto agrees to execute
and deliver or cause to be executed and delivered such additional documents and instruments and to perform or cause to be performed
such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions
of this Agreement and all such transactions and covenants contemplated by this Agreement.


n.No Waiver. The waiver of any
breach of any term or condition of this Agreement shall not operate as a waiver of any other breach of such term or condition or
of any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof.


 


[The remainder of this page has been intentionally left blank.]


 


 


 






    	12 - REGISTRATION RIGHTS AGREEMENT



    	 



    

IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date first written above.


COMPANY:


RETAIL OPPORTUNITY INVESTMENTS CORP.,


a Maryland corporation


 


 


 


By: /s/ Michael B. Haines


Name:Michael B. Haines


Title:  Chief Financial Officer


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Donald F. Gaube


Donald F. Gaube


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Suzanne Baumgartner                                                       


Suzanne Baumgartner, Trustee of the Frank K. Boscow


and Sue C. Boscow Revocable Trust U/A dated


December 12, 1996


 


[signatures continue on the following page]


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Janie S. Gaube                                                         


Janie S. Gaube, Trustee of the 2015 JSG Separate


Property Trust dated as of November 24, 2015


 


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Tom Boscow


Tom Boscow


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Leonard LaFrance                                                                    


Leonard LaFrance, Trustee of the LaFrance Family Trust


dated January 6, 1993


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Deborah DeDomenico


Deborah DeDomenico


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Dennis T. DeDomenico


Dennis T. DeDomenico


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Claudia DeDomenico


Claudia DeDomenico


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Lois DeDomenico                                              


Lois DeDomenico, Trustee of the Lois M.


DeDemenico QTIP Trust dated April 28, 1988


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Donna Holpainen


Donna Holpainen


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


CDD&D MANAGEMENT, LLC


 


 


 


By: /s/ Dennis T. DeDomenico


Name: Dennis T. DeDomenico


Title: Member/Manager


 


By: /s/ Claudia DeDomenico


Name: Claudia DeDomenico


Title: Member/Manager


 


By: /s/ Donna Holpainen


Name: Donna Holpainen


Title: Member/Manager


 


By: /s/ Deborah DeDomenico


Name: Deborah DeDomenico


Title: Member/Manager


 


[signatures continue on the following page]


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


Cesped 1992 Family Trust Dated February 26, 1992


 


 


 


By: /s/ Ricardo E. Cesped


Name: Ricardo E. Cesped


Title: Trustee


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ David E. Cesped


David E. Cesped


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


VIDANO 2005 FAMILY TRUST


 


 


 


By: /s/ Charles A. Vidano


Name: Charles A. Vidano


Title: Trustee


 


By: /s/ Michelle Vidano


Name: Michelle Vidano


Title: Trustee


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


HOLPAINEN HOLDINGS, LLC


 


 


 


By: /s/ Dale Holpainen


Name: Dale Holpainen


Title: Manager/Member


 


 


[signatures continue on the following page]


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


/s/ Sean Rhatigan


Sean Rhatigan


 


 


 


/s/ Ellen Rhatigan


Ellen Rhatigan


 


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


 


/s/ Mark Engstrom                                                                


Mark Engstrom and Anne Engstrom, as co- trustees


of the Engstrom Family Trust dated May 21,2004


 


/s/ Anne Engstrom                                                               


Mark Engstrom and Anne Engstrom, as co- trustees


of the Engstrom Family Trust dated May 21,2004


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


 


/s/ James G. Engstrom                                                                  


James G. Engstrom and Marsha Engstrom, as trustees


of the Jim And Marsha Engstrom Family 2006 Revocable


Trust established May 1, 2006


 


/s/ Marsha Engstrom                                                                    


James G. Engstrom and Marsha Engstrom, as trustees


of the Jim And Marsha Engstrom Family 2006 Revocable


Trust established May 1, 2006


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


 


/s/ Eric A. Engstrom


Eric A. Engstrom


 


 


 


/s/ Sheila Engstrom


Sheila Engstrom


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


 


/s/ Matthew K. Engstrom


Matthew K. Engstrom


 


 


 


/s/ Jennifer Engstrom


Jennifer Engstrom


 


 


 


Registration Rights Agreement



    	 



    	 



    

HOLDERS:


 


 


/s/ Richard A. Bruzzone


Richard A. Bruzzone


 


 


 


 


 


 


 


 


 


Registration Rights Agreement



    	 



    	 



    

Schedule 1


THE HOLDERS


List of holders of the OP Units:


	Name of the Holder	Number of OP Units Held	Address of the Holder
	Donald F. Gaube	377,788	
        287 Cross Road

        Alamo, CA 94507

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

        Alamo, CA 94507

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

        Alamo, CA 94507

	Thomas Boscow	20,254	
        3411 Gold Nugget Way

        Placerville, CA 95667

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

        Incline Village, NV 89451

	Deborah DeDomenico	32,210	
        13424 Chalk Hill Road

        Healdsburg, CA 95448

	Dennis T. DeDomenico	32,210	
        650 Alvarado Road

        Berkeley, CA 94705

	Claudia DeDomenico	32,210	
        82 Beach St.

        Belvedere, CA 94920

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

        Piedmont, CA 94611

	Donna Holpainen	32,210	
        4727 W. Roberts Way

        Seattle, WA 98199

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

        Berkeley, CA 94705

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

        Incline Village, NV 89451

	David E. Cesped	16,271	
        13148 Freemanville Rd

        Milton, GA 30004

	Vidano 2005 Family Trust	16,271	
        784 Cordilleras Ave

        San Carlos, CA 94070

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

        Seattle, WA 98199

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

        Alameda, CA 94501

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

        West Sacramento, CA 95691

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

        West Sacramento, CA 95691

	Eric A. Engstrom and Sheila Engstrom	40,685	
        837 Jefferson Blvd.

        West Sacramento, CA 95691

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

        West Sacramento, CA 95691

	Richard A. Bruzzone	118,787	
        892 Broadmoor Court

        Lafayette, CA 94549

	TOTAL:	1,232,394