|                                   
|-----------------------------------
|UNITED
 STATES                     
|SECURITIES
 AND EXCHANGE COMMISSION
|WASHINGTON, D.C. 20549             
|                                   
|                                   
|                                   
|FORM
 10-Q                         
|                                   
|                                   

|  |                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|x | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                 
|  | FOR THE QUARTERLY PERIOD ENDED
      SEPTEMBER 30, 2009.                                                                                 
|  | OR                                                                                                                                       
|o | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 FOR THE TRANSITION PERIOD FROM     TO       .

COMMISSION FILE NUMBER: 001-33749

|                                                      
|------------------------------------------------------
|                                                      
|                                                      
|RETAIL OPPORTUNITY INVESTMENTS CORP.                  
|(Exact name of registrant as specified in its charter)
|                                                      
|                                                      

|                                                                 |                                       
|---------------------------------------------------------------- | --------------------------------------
|Delaware                                                         | 26-0500600                            
|(State or other jurisdiction of 
 incorporation or organization) | (I.R.S. Employer 
 Identification No.)
|                                                                
|3 Manhattanville Road                                           
|Purchase, New York 10577                                        
|(Address of principal executive office) (Zip Code)              
|                                                                
|(914) 272-8067                                                  
|(Registrants telephone number, including area code)            
|                                                                
|                                                                

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   xNoo

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate web
site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files) Yes oNox.

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.

| |                                                |                            
| | ---------------------------------------------- | ---------------------------
| | Large accelerated filer o                      | Accelerated filer x        
| | Non-accelerated filer o                        | Smaller reporting company o
| | (Do not check if a smaller
 reporting company) |                            

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   Yes   oNox.

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date: The number of shares of the
issuers common stock, $0.0001 par value, outstanding as of November 6, 2009
was 49,519,675.

---



|                               |  |                                                                                                                                                                                                           |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|TABLE OF
 CONTENTS             |  |                                                                                                                                                                                                          
|                               |  |                                                                                                                                                                                                           |  | Page
|PART I - FINANCIAL INFORMATION |  |                                                                                                                                                                                                          
|                               |  |                                                                                                                                                                                                          
|Item 1.                        |  | Financial Statements                                                                                                                                                                                      |  | 3   
|                               |  |                                                                                                                                                                                                           |  |     
|                               |  | Condensed
 Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008                                                                                                                      |  | 4   
|                               |  | Condensed
 Statements of Operations (Unaudited) for the three and nine months ended
 September 30, 2009 and 2008 and for the cumulative period from July 10, 2007
 (inception) through September 30, 2009 |  | 5   
|                               |  | Condensed
 Statement of Stockholders Equity (Unaudited) for the period from July 10,
 2007 (inception) through September 30, 2009                                                                        |  | 6   
|                               |  | Condensed
 Statement of Cash Flows (Unaudited) for the nine months ended September 30,
 2009 and 2008 and for the cumulative period from July 10, 2007 (inception)
 through September 30, 2009            |  | 7   
|                               |  | Notes to
 Financial Statements                                                                                                                                                                            |  | 8   
|                               |  |                                                                                                                                                                                                           |  |     
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and
 Results of Operations                                                                                                                    |  | 14  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 3.                        |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                                |  | 17  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 4.                        |  | Controls and Procedures                                                                                                                                                                                   |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|PART II - OTHER INFORMATION    |  |                                                                                                                                                                                                          
|                               |  |                                                                                                                                                                                                          
|Item 1.                        |  | Legal Proceedings                                                                                                                                                                                         |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 1A.                       |  | Risk Factors                                                                                                                                                                                              |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 2.                        |  | Unregistered Sales of Equity Securities
         and Use of Proceeds                                                                                                                                      |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                                                                                                           |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                       |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 5.                        |  | Other Information                                                                                                                                                                                         |  | 18  
|                               |  |                                                                                                                                                                                                           |  |     
|Item 6.                        |  | Exhibits                                                                                                                                                                                                  |  | 19  
|                               |  |                                                                                                                                                                                                           |  |     

2

---



PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

Basis of Presentation


The
financial statements as of September 30, 2009 and for the periods ended
September 30, 2009 and 2008 are unaudited. The condensed financial statements
include the accounts of Retail Opportunity Investments Corp. (which until
October 2009 was known as NRDC Acquisition Corp.) (the Company). The
accompanying financial statements should be read in conjunction with the
financial statements and notes thereto included in the Companys Annual Report
on Form 10-K for the year ended December 31, 2008. In the opinion of
management, all adjustments (consisting of normal and recurring adjustments)
have been made that are necessary to present fairly the financial position of
the Company as of September 30, 2009 and the results of its operations and its
cash flows for the three and nine months then ended. Operating results for the
interim periods presented are not necessarily indicative of the results to be
expected for the full year.


The
statements and related notes have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations.

3

---



RETAIL OPPORTUNITY INVESTMENTS CORP.

CONDENSED BALANCE SHEETS

|                                                                                                             |  |                                  |             |                     |   |             | 
|------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ----------- | ------------------- | - | ----------- | 
|                                                                                                             |  | (UNAUDITED)
 September 30,
 2009 |             | December
 31,
 2008 |  
|                                                                                                             |  |                                  |             |                     |  
|ASSETS                                                                                                       |  |                                  |             |                     |   |             | 
|Current assets                                                                                               |  |                                  |             |                     |   |             | 
|Cash and cash equivalents                                                                                    |  | $                                | 183,252     |                     | $ | 4,222       | 
|Investments held in trust                                                                                    |  |                                  | 405,009,273 |                     |   | 396,804,576 | 
|Investments held in trust from underwriter                                                                   |  |                                  | 4,222,222   |                     |   | 14,490,000  | 
|Income taxes receivable                                                                                      |  |                                  | 763,593     |                     |   | 366,153     | 
|Prepaid expenses                                                                                             |  |                                  | 10,222      |                     |   | 47,254      | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Total current assets                                                                                         |  |                                  | 410,188,562 |                     |   | 411,712,205 | 
|Deferred tax asset                                                                                           |  |                                  | 1,924,303   |                     |   | 675,753     | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Total
assets                                                                                                 |  | $                                | 412,112,865 |                     | $ | 412,387,958 | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                         |  |                                  |             |                     |   |             | 
|Current liabilities                                                                                          |  |                                  |             |                     |   |             | 
|Due to related party                                                                                         |  |                                  | 5,567       |                     |   |            | 
|Accrued expenses                                                                                             |  |                                  | 3,163,866   |                     |   | 272,684     | 
|Deferred interest payable                                                                                    |  |                                  | 1,083,794   |                     |   | 960,648     | 
|Deferred underwriting fee                                                                                    |  |                                  | 4,222,222   |                     |   | 14,490,000  | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Total liabilities                                                                                            |  | $                                | 8,475,449   |                     | $ | 15,723,332  | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Common Stock, subject to
 possible conversion of 12,419,999 shares                                           |  | $                                | 117,590,055 |                     | $ | 117,590,055 | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Stockholders equity:                                                                                        |  |                                  |             |                     |   |             | 
|Preferred stock, $.0001
 par value Authorized 5,000 shares; none issued and outstanding                      |  |                                  |            |                     |   |            | 
|Common stock, $.0001 par
 value Authorized 106,000,000 shares                                                |  |                                  |             |                     |   |             | 
|Issued and outstanding
 51,750,000 shares (which includes 12,419,999 shares subject to possible
 conversion) |  |                                  | 5,175       |                     |   | 5,175       | 
|Additional paid-in-capital                                                                                   |  |                                  | 284,965,097 |                     |   | 274,697,319 | 
|Earnings accumulated
 during development stage                                                               |  |                                  | 1,077,089   |                     |   | 4,372,077   | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Total stockholders equity                                                                                   |  | $                                | 286,047,361 |                     | $ | 279,074,571 | 
|                                                                                                             |  |                                  |             |                     |   |             | 
|Total
liabilities and stockholders equity                                                                   |  | $                                | 412,112,865 |                     | $ | 412,387,958 | 
|                                                                                                             |  |                                  |             |                     |   |             | 

See notes to unaudited condensed financial statements

4

---



RETAIL OPPORTUNITY INVESTMENTS CORP.

CONDENSED
STATEMENTS OF OPERATIONS

UNAUDITED

|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|------------------------------------------------ |  | ------------------------------------------------- | ---------- | ------------------------------------------------ | - | ------------------------------------------------- | - | ------------------------------------------------ | ---------- | --------------------------------------------------------- | - | ---------- |  | - | ---------- | 
|                                                 |  | For
 the three
 months ended
 September 30,
 2009 |            | For
 the nine
 months ended
 September 30,
 2009 |   | For
 the three
 months ended
 September 30,
 2008 |   | For
 the nine
 months ended
 September 30,
 2008 |            | July
 10, 2007
 (inception)
 through
 September 30,
 2009 |  
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |  
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|Interest Income                                  |  | $                                                 | 64,494     |                                                  | $ | 221,082                                           |   | $                                                | 1,506,740  |                                                           | $ | 4,672,270  |  | $ | 9,143,180  | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|General &
 Administrative Expenses               |  |                                                   | 3,605,262  |                                                  |   | 5,213,489                                         |   |                                                  | 272,445    |                                                           |   | 934,698    |  |   | 7,451,970  | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|(Loss) Income before
 Provision for Income Taxes |  |                                                   | (3,540,768 | )                                                |   | (4,992,407                                        | ) |                                                  | 1,234,295  |                                                           |   | 3,737,572  |  |   | 1,691,210  | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|(Benefit) Provision for
 Income Taxes            |  |                                                   | (1,204,247 | )                                                |   | (1,697,419                                        | ) |                                                  | 400,992    |                                                           |   | 1,349,880  |  |   | 614,121    | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|Net (Loss) Income for the
 period                |  | $                                                 | (2,336,521 | )                                                | $ | (3,294,988                                        | ) | $                                                | 833,303    |                                                           | $ | 2,387,692  |  | $ | 1,077,089  | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 
|Weighted Average Shares
 Outstanding             |  |                                                   | 51,750,000 |                                                  |   | 51,750,000                                        |   |                                                  | 51,750,000 |                                                           |   | 51,750,000 |  |   | 45,876,843 | 
|Basic & Diluted                                  |  |                                                   | (0.05      | )                                                |   | (0.06                                             | ) |                                                  | 0.02       |                                                           |   | 0.05       |  |   | 0.02       | 
|                                                 |  |                                                   |            |                                                  |   |                                                   |   |                                                  |            |                                                           |   |            |  |   |            | 

See notes to unaudited condensed financial statements

5

---



RETAIL OPPORTUNITY INVESTMENTS CORP.

CONDENSED STATEMENT OF
STOCKHOLDERS EQUITY

For the period from July 10, 2007 (inception)
to September 30, 2009

|                                                                                                                                                                                                |  |                          |  |  |        |  |  |                                        |             |  |                                                                                       |             |            |                            |               |             |             | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  |  | ------ |  |  | -------------------------------------- | ----------- |  | ------------------------------------------------------------------------------------- | ----------- | ---------- | -------------------------- | ------------- | ----------- | ----------- | 
|                                                                                                                                                                                                |  | Common
            Stock |  |  |        |  |  |                                        |             |  |                                                                                       |            
|                                                                                                                                                                                                |  | Shares                   |  |  | Amount |  |  | Additional
      paid-in
      capital |             |  | Earnings
      (Deficit)
      accumulated
      during
      development
      stage |             |            | Stockholders
      Equity |              
|Issuance
          of units to Founders on July 13, 2007 at approximately $.002 per share                                                                                                       |  | 10,350,000               |  |  | $1,035 |  |  | $                                      | 23,965      |  |                                                                                       | $           |           |                            |               | $           | 25,000      | 
|Sale of Private
          Placement Warrants                                                                                                                                                    |  |                         |  |  |       |  |  |                                        | 8,000,000   |  |                                                                                       |             |           |                            |               |             | 8,000,000   | 
|Sale
          of 41,400,000 units through public offering (net of underwriters
          discount and offering expenses) including 12,419,999 shares subject
          to possible conversion |  | 41,400,000               |  |  | 4,140  |  |  |                                        | 384,243,304 |  |                                                                                       |             |           |                            |               |             | 384,247,444 | 
|Proceeds subject
          to possible conversion                                                                                                                                               |  |                         |  |  |       |  |  | (117,590,055)                          |             |  |                                                                                       |            |            |                            | (117,590,055) |            
|Net
          Income                                                                                                                                                                            |  |                         |  |  |       |  |  |                                        |            |  |                                                                                       |             | 1,734,202  |                            |               |             | 1,734,202   | 
|Balance at December
          31, 2007                                                                                                                                                          |  | 51,750,000               |  |  | $5,175 |  |  | $                                      | 274,677,214 |  |                                                                                       |             | $1,734,202 |                            |               | $           | 276,416,591 | 
|Adjustment
          to expenses incurred in initial public offering                                                                                                                            |  |                         |  |  |       |  |  |                                        | 20,105      |  |                                                                                       |             |           |                            |               |             | 20,105      | 
|Net Income                                                                                                                                                                                      |  |                         |  |  |       |  |  |                                        |            |  |                                                                                       |             | 2,637,875  |                            |               |             | 2,637,875   | 
|Balance
          at December 31, 2008                                                                                                                                                          |  | 51,750,000               |  |  | $5,175 |  |  | $                                      | 274,697,319 |  |                                                                                       |             | $4,372,077 |                            |               | $           | 279,074,571 | 
|UNAUDITED                                                                                                                                                                                       |  |                          |  |  |        |  |  |                                        |             |  |                                                                                       |             |            |                            |               |             |             | 
|Reduction
          of deferred underwriting fee                                                                                                                                                |  |                         |  |  |       |  |  |                                        | 10,267,778  |  |                                                                                       |             |           |                            |               |             | 10,267,778  | 
|Net Loss                                                                                                                                                                                        |  |                         |  |  |       |  |  |                                        |            |  |                                                                                       | (3,294,988) |            |                            |               | (3,294,988) |            
|Balance
          at September 30, 2009                                                                                                                                                         |  | 51,750,000               |  |  | $5,175 |  |  | $                                      | 284,965,097 |  |                                                                                       |             | $1,077,089 |                            |               |             | 286,047,361 | 

See notes to unaudited condensed financial
statements

6

---



RETAIL OPPORTUNITY INVESTMENTS CORP.

CONDENSED STATEMENTS OF CASH
    FLOWS
    UNAUDITED For the nine months
        ended September 30, 
        2009
      
      For the nine months
        ended September 30,
        2008
      
      For the cumulative
        period from July 10,
        2007 (inception)
        through September 30, 
        2009CASH
              FLOW FROM OPERATING ACTIVITIESNet (loss)
            income
      
      
      $
      (3,294,988
      )
      
      $
      2,387,692
      
      
      $
      1,077,089Changes
            in operating assets and liabilities:Prepaid expenses
      
      
      
      37,032
      
      
      
      121,061
      
      
      
      (10,222
      )Interest
            on investments held in trust
      
      
      
      (344,228
      )
      
      
      (5,481,927
      )
      
      
      (10,224,038
      )Income taxes
            receivable
      
      
      
      (397,440
      )
      
      
      (506,278
      )
      
      
      (763,593
      )Deferred
            tax asset
      
      
      
      (1,248,550
      )
      
      
      (503,806
      )
      
      
      (1,924,303
      )Accounts payable
      
      
      
      
      
      
      
      (26,310
      )
      
      
      Due
            to related party
      
      
      
      5,567
      
      
      
      
      
      
      
      5,567Income taxes
            payable
      
      
      
      
      
      
      
      (1,311,589
      )
      
      
      Deferred
            interest payable
      
      
      
      123,146
      
      
      
      810,428
      
      
      
      1,083,794Accrued expenses
      
      
      
      2,891,182
      
      
      
      (181,980
      )
      
      
      3,163,866Net
            cash used in operating activities
      
      
      
      (2,228,279
      )
      
      
      (4,692,709
      )
      
      
      (7,591,840
      )CASH FLOW
              FROM INVESTING ACTIVITIESWithdrawal
            of funds from investments placed in trust
      
      
      
      2,407,309
      
      
      
      4,550,500
      
      
      
      7,449,424Investments
            placed in trust
      
      
      
      
      
      
      
      
      
      
      
      (406,456,881
      )Net
            cash provided by (used in) investing activities
      
      
      
      2,407,309
      
      
      
      4,550,500
      
      
      
      (399,007,457
      )CASH FLOW
              FROM FINANCING ACTIVITIESProceeds
            from the sale of units to public
      
      
      
      
      
      
      
      
      
      
      
      414,000,000Proceeds from
            private placement of warrants
      
      
      
      
      
      
      
      
      
      
      
      8,000,000Proceeds
            from sale of units to Founders
      
      
      
      
      
      
      
      
      
      
      
      25,000Proceeds from
            notes payable to affiliates of Founders
      
      
      
      
      
      
      
      
      
      
      
      200,000Repayment
            of notes payable to affiliates of Founders
      
      
      
      
      
      
      
      
      
      
      
      (200,000
      )Payment of
            offering costs
      
      
      
      
      
      
      
      (47,395
      )
      
      
      (15,242,451
      )Net
            cash (used in) provided by financing activities
      
      
      
      
      
      
      
      (47,395
      )
      
      
      406,782,549Net (decrease)
            increase in cash
      
      
      
      179,030
      
      
      
      (189,604
      )
      
      
      183,252Cash
            at beginning of period
      
      
      
      4,222
      
      
      
      198,570
      
      
      
      Cash at end
            of period
      
      
      $
      183,252
      
      
      $
      8,966
      
      
      $
      183,252Supplemental
            disclosure of non-cash financing activities:Accrual of
            deferred underwriting fee
      
      
      $
      (10,267,778
      )
      
      $
      
      
      
      $
      4,222,222


See notes to unaudited condensed financial statements

7

---



Notes to Financial
Statements

1. Organization and Proposed Business Operations

Nature of Operations

The
Company was incorporated as a special purpose acquisition corporation on July
10, 2007 for the purpose of acquiring through a merger, capital stock exchange,
stock purchase, asset acquisition or other similar business combination with
one or more assets or control of one or more operating businesses (Business
Combination).

All
activity from the Companys inception through September 30, 2009 relates solely
to the Companys formation, a private placement of its securities, the initial
public offering (Public Offering) of its securities described below, the
Companys efforts to identify a target business and the transactions related to
the Framework Agreement (the Framework Agreement) dated as of August 7, 2009,
between the Company and NRDC Capital Management, LLC (the Sponsor), pursuant
to which the Company will continue its business as a corporation that will
qualify as a real estate investment trust (a REIT) for U.S. federal income
tax purposes, commencing with its taxable year ending December 31, 2010. On
October 20, 2009, the Companys stockholders and warrantholders approved each
of the proposals presented at the special meetings of stockholders and
warrantholders, respectively, in connection with the transactions contemplated
by the Framework Agreement (the Framework Transactions), including to provide
that the consummation of substantially all of the Framework Transactions will
also constitute a Business Combination. See Note 10 Subsequent Events for more
information regarding the Framework Transactions.

The
financial statements as of September 30, 2009 and for the three and nine months
ended September 30, 2009 and 2008 and the period from July 10, 2007 (inception)
to September 30, 2009 are unaudited. In the opinion of management, all
adjustments (consisting of normal and recurring adjustments) have been made
that are necessary to present fairly the financial position of the Company as
of September 30, 2009, the results of its operations for the three and nine
months periods ended September 30, 2009 and 2008 and its cash flows for the
nine month periods ended September 30, 2009 and 2008, and the period from July
10, 2007 (inception) through September 30, 2009. Management of the Company has
reviewed subsequent events through the date of this filing, November 6, 2009.

The
registration statement for the Companys Public Offering (as described in Note
4) was declared effective on October 17, 2007 (the Effective Date). The
Company consummated the Public Offering on October 23, 2007, and received net
proceeds of approximately $384,000,000 and also received $8,000,000 of proceeds
from the private placement (the Private Placement and together with the
Public Offering, the Offerings) of 8,000,000 warrants (Private Placement
Warrants to the Sponsor. The Private Placement Warrants are identical to the
warrants sold in the Public Offering, but the purchasers in the Private
Placement have waived their rights to receive any distributions upon
liquidation in the event the Company does not complete a Business Combination
as described below.

The
Companys management has broad discretion with respect to the specific
application of the net proceeds from the Offerings, although substantially all
of the net proceeds from the Offerings were intended to be generally applied
toward consummating a Business Combination. Upon the closing of the Offerings,
$406,456,881 including $14,490,000 of the underwriters discounts and
commissions as described in Note 4, was deposited in a trust account (Trust
Account) and invested in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940
until the earlier of (i) the consummation of its initial Business Combination
and (ii) liquidation of the Company. In August 2009, the Company renegotiated
the deferred underwriting fee, reducing it to $4,222,222. This revised
underwriting fee is equal to the product of (x), a rate which varies with each
underwriter, multiplied by (y) the lesser of (A) $4,000,000 and (B) 1.5%
multiplied by an amount equal to the difference of (1) the value of the Trust
Account on the closing date of the Transaction, less (2) any amounts paid to
the Companys stockholders with whom the Company enters into forward or other
contracts before the close of the Transaction to purchase such stockholders
shares, less (3) any amounts paid to stockholders of the Company who vote
against the Transaction and demand that the Company convert their shares into
cash. The deposit of funds in the Trust Account may not protect those funds
from third party claims against the Company. Although the Company will seek to
have all vendors, providers of financing, prospective target businesses or
other entities it engages, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to any monies held in the
Trust Account, there is no guarantee that such parties will execute such waiver
agreements or that such agreements will be enforceable. The Sponsor and the
Companys executive officers have agreed that they will be liable under certain
circumstances to ensure that the proceeds in the Trust Account are not reduced
by the claims of target businesses or vendors, providers of financing,

8

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service providers or other
entities that are owed money by the Company for services rendered to or
contracted for or products sold to the Company. There can be no assurance that
they will be able to satisfy those obligations. The net proceeds not held in
the Trust Account may be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative
expenses. Additionally, up to an aggregate of $2,700,000 of interest earned on
the Trust Account balance (in addition to up to $250,000 of the net proceeds
from the Offering not held in the Trust Account) was permitted to be released
to the Company to fund working capital requirements and additional funds was
permitted to be released to fund tax obligations. On October 20, 2009, the
Companys stockholders and warrantholders approved the Framework Transactions,
including to provide that the consummation of substantially all of the
Framework Transactions will also constitute a Business Combination. See Note 10
 Subsequent Events for more information regarding the Framework Transactions.
As a result the monies held in the Trust Account were released. See Note 10 
Subsequent Events for more information regarding the Framework Transactions.

The
following table reconciles the amount of net proceeds from the Offerings in the
Trust Account to the balance at September 30, 2009:

|                                                                                                |  |   |             |  
|----------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Contribution to trust                                                                           |  | $ | 406,456,881 |  
|Interest income received                                                                        |  |   | 10,224,038  |  
|Withdrawals for working
 capital purposes                                                       |  |   | (2,779,280  | )
|Withdrawals to fund tax
 payments                                                               |  |   | (4,670,144  | )
|                                                                                                |  |   |             |  
|Total investments held in
 trust including underwriters discounts and commissions held in trust |  |   | 409,231,495 |  
|Less: Underwriters
 discounts and commissions held in trust                                     |  |   | (4,222,222  | )
|                                                                                                |  |   |             |  
|Total investments held in
 trust                                                                |  | $ | 405,009,273 |  
|                                                                                                |  |   |             |  

The
Company, after signing a definitive agreement for the acquisition of a target
business, was required to submit such transaction for stockholder approval. All
of the Companys stockholders prior to the Public Offering (Founders), agreed
to vote their founding shares of common stock in accordance with the vote of
the majority of the shares voted by all other stockholders of the Company
(Public Stockholders) with respect to any Business Combination and in favor
of an amendment to our certificate of incorporation to provide for the
Companys perpetual existence. In addition, our Founders agreed to vote all
shares they acquire in the secondary market in favor of the Business Combination
and for such amendment. In the event that Public Shareholders owning 30% or
more of the shares sold in the Public Offering vote against the Business
Combination and exercise their conversion rights described below, the Business
Combination would not have been consummated. After consummation of a Business
Combination, these voting safeguards are no longer applicable.

With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination may demand that the
Company convert his or her shares. The per share conversion price will equal
the amount on deposit in the Trust Account, calculated as of two business days
prior to the consummation of the proposed Business Combination, divided by the
number of shares of common stock held by Public Stockholders at the
consummation of the Public Offering. Accordingly, Public Stockholders holding
12,419,999 shares sold in the Public Offering may seek conversion of their
shares in the event of a Business Combination. Such Public Stockholders are
entitled to receive their per share interest in the Trust Account computed
without regard to the shares of common stock held by the Founders prior to the
consummation of the Public Offering. Accordingly, a portion of the net proceeds
from the Offering (29.99% of the amount placed in the Trust Fund, including the
deferred portion of the Underwriters discount and commission) has been
classified as common stock subject to possible conversion and a portion
(29.99%) of the interest earned on the Trust Account, after deducting the
amounts permitted to be utilized for tax obligations and working capital
purposes, has been recorded as deferred interest on the accompanying balance
sheets. Pursuant to letter agreements, the Founders have waived their right to
receive distributions with respect to their founding shares upon the Companys
liquidation.

9

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As
of September 30, 2009, the Companys certificate of incorporation provided that
(i) the Company will continue in existence only until October 23, 2009, unless
the Company has completed a Business Combination and (ii) if the Company has
not completed a Business Combination (including the Framework Transactions) by
such date, its corporate existence will cease and it will dissolve and
liquidate for the purposes of winding up its affairs. This factor raises
substantial doubt about the Companys ability to continue as a going concern.
The financial statements do not include any adjustment that may result from the
outcome of this uncertainty. In the event of liquidation, it is likely that the
per share value of residual assets remaining available for distribution
(including Trust Account assets) will be less than initial public offering
price per share sold in the Public Offering (assuming no value is attributed to
the Warrants contained in the Units offered in the Public Offering discussed in
Note 4 to our financial statements). The Framework Transactions were
consummated on October 20, 2009 and constituted an initial Business Combination
under the Companys certificate of incorporation, as amended shortly prior to
the consummation. For more information regarding the Framework Transactions,
see Note 10  Subsequent Events.

2. Earnings (Loss) Per Common Share

Earnings
(loss) per share for any period is computed by dividing net income by the
weighted-average number of shares of common stock outstanding during the
period. The effect of the 41,400,000 warrants issued in connection with the
Public Offering and the 8,000,000 outstanding Private Placement Warrants has
not been considered in diluted income per share calculations since such
warrants are contingently exercisable.

3. Concentration of Credit Risk

Financial
instruments that potentially subject us to a significant concentration of
credit risk consist primarily of cash and investments held in the Trust
Account. We may maintain deposits in federally insured financial institutions
in excess of federally insured limits. However, our management believes we are
not exposed to significant credit risk due to the financial position of the
depository institutions in which those deposits are held.

4. Initial Public Offering

On
October 23, 2007, the Company sold 41,400,000 units (Units) in the Public
Offering at a price of $10 per Unit, including 5,400,000 Units sold by the
underwriters in their exercise of the full amount of their over-allotment
option. Each Unit consists of one share of the Companys common stock and one
Redeemable Common Stock Purchase Warrant (Warrant). Each Warrant entitled the
holder to purchase from the Company one share of common stock at an exercise
price of $7.50 commencing the later of the completion of a Business Combination
and 12 months from the effective date of the Public Offering and expiring four
years from the effective date of the registration statement covering the Units
(the Effective Date. The Company had the right to redeem all of the Warrants,
at a price of $.01 per Warrant upon 30 days notice while the Warrants are
exercisable, only in the event that the last sale price of the common stock is
a least $14.25 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is
given. In accordance with the warrant agreement relating to the Warrants sold
and issued in the Public Offering, the Company is only required to use its best
efforts to maintain the effectiveness of the registration statement covering
the Warrants. The Company will not be obligated to deliver securities, and
there are no contractual penalties for failure to deliver securities, if a
registration statement is not effective at the time of exercise. Additionally,
in the event that a registration is not effective at the time of exercise, the
holder of such Warrant shall not be entitled to exercise such Warrant and in no
event (whether in the case of a registration statement not being effective or
otherwise) will the Company be required to net cash settle the Warrant
exercise. Consequently, the Warrants may expire unexercised and unredeemed.

In
connection with the Public Offering, the Company paid Banc of America
Securities LLC, Maxim Securities Inc., Gunnallen Financial Inc. and Ladenburg
Thalmann & Co. Inc., the underwriters of the Public Offering, an
underwriting discount of 7% of the gross proceeds of the Public Offering, of
which 3.5% of the gross proceeds ($14,490,000) was held in the Trust Account
and payable only upon the consummation of a Business Combination. The
underwriter waived their right to receive such payment upon the Companys
liquidation if the Company is unable to complete a Business Combination. In
August 2009, the Company renegotiated with the underwriters of the Public
Offering, reducing the fee to $4,222,222.

Simultaneously
with the consummation of the offering, the Companys Sponsor purchased
8,000,000 warrants (Private Placement Warrants) at a purchase price of $1.00
per warrant, in a Private Placement. The proceeds of

10

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$8,000,000 were placed in the
Trust Account. The Private Placement Warrants were identical to the Warrants
underlying the units sold in the Public Offering except that the Private
Placement Warrants will be exercisable on a cashless basis as long as they are
still held by the initial purchasers. The initial purchasers have agreed that
the Private Placement Warrants will not be sold or transferred by them until
after the completion of the initial Business Combination. The purchase price
    of the Private Placement Warrants approximated the fair value of such warrants
    at the purchase date.

Under
the terms of a registration rights agreement, our sponsor had the right to make
up to three demands that we register the 10,350,000 shares of common stock (the
Founders shares), the 8,000,000 Private Placement Warrants and the shares
for which they are exercisable, and the 2,000,000 co-investment shares and the
2,000,000 co-investment warrants and the shares of common stock for which they
are exercisable. Under this agreement our Sponsor could elect to exercise its
registration rights at any time beginning on the date three months prior to the
expiration of the applicable transfer restrictions. Under this agreement, the
restricted transfer period for the shares and the co-investment shares of
common stock expires on the date that is one year after the consummation of the
initial Business Combination, and the restricted transfer period for the
Private Placement Warrants and the shares for which they are exercisable
expires on the consummation of our initial Business Combination. Under this
agreement, our directors will have piggy-back registration rights with
respect to the shares of common stock that they own prior to the completion of
this offering, subject to the same limitations with respect to the transfer
restriction period. In addition, this agreement grants our Sponsor and our
directors certain piggy-back registration rights with respect to the shares
held by them on registration statements filed by us on or subsequent to the
expiration of the applicable transfer restriction period and unlimited
registration rights with respect to a registration statement on Form S-3. We
will bear the expenses incurred in connection with the filing of any registration
statement. Pursuant to the registration rights agreement, our Sponsor and our
executive officers and directors will waive any claims to monetary damages for
any failure by us to comply with the requirements of the registration rights
agreement.

5. Commitments

The
Company has agreed to pay up to $7,500 a month in total for office space and
general and administrative services to our Sponsor. Services commenced on the
Effective Date, October 17, 2007 and will terminate upon the earlier of (i) the
completion of the Business Combination, or (ii) the Companys liquidation. For
the three and nine months ended September 30, 2009 and 2008 and the period from
July 10, 2007 (inception) through September 30, 2009, the Company has incurred
$0, $45,000, $22,500, $67,500, and $135,000, respectively of expenses relating
to this agreement which is included in general/administrative services in the
accompanying condensed statements of operations. In connection with the
consummation of the Framework Transactions, on October 20, 2009, the Company
entered into a Transitional Shared Facilities and Services Agreement with NRDC
Real Estate Advisors LLC, which replaced the agreement with our Sponsor. For
more information regarding the Transitional Shared Facilities and Services
Agreement, see Note 10  Subsequent Events.

Our
Sponsor purchased 8,000,000 warrants from us at a purchase price of $1.00 per
warrant, in the Private Placement. The proceeds of $8,000,000 were placed in
the Trust Account. The Private Placement Warrants when issued were identical to
the warrants held by our public stockholders, except that the warrants sold in
the Private Placement include certain restrictions on transfer and will be
exercisable on a cashless basis as long as they are still held by the initial
purchaser or its permitted transferees.

Our Sponsor had agreed to purchase from us an
aggregate of 2,000,000 of the Co-Investment Units at a price of $10.00 per unit
for an aggregate purchase price of $20,000,000 in a transaction that will occur
immediately prior to the consummation of our initial Business Combination (as
defined in our current charter) pursuant to the Co-Investment Agreement. On
October 20, 2009, the Company entered into the Termination of Co-Investment
Agreement with our Sponsor to terminate the Sponsors obligation to purchase
the 2,000,000 Co-Investment Units.

In
September 2009, the Company entered into an agreement with CSCA Capital
Advisors LLC. The agreement states that after consummation of the transaction
contemplated by the Framework Agreement (see Note 10), the Company is liable to
pay an Asset Transaction Fee (Asset Transaction Fee). The Asset Transaction
Fee is equal to 0.65% of total purchase price paid by the Company for real
estate assets or related debt or equity investments including all cash, notes,
contingent payments, securities and other property paid together with the
assumption of indebtedness. The Companys obligation to pay the Asset
Transaction Fee will end at such at time as the cumulative transaction value of
properties acquired and/or investments made exceeds the amount of the Trust
Account proceeds.

11

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6. Recently Issued Accounting Standards

In
December 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141(R), Business
Combinations (SFAS 141R) which establishes principles and requirements for
how the acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree. SFAS 141R also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. SFAS 141R was adopted January 1, 2009 and will have an impact to
the Company for any acquisitions on or after January 1, 2009.

In
December 2007, the FASB released SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160),
which establishes accounting and reporting standards for the ownership
interests in subsidiaries held by parties other than the parent and for the
deconsolidation of a subsidiary. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interest of the
parent and the interests of the non-controlling owners. SFAS 160 was adopted
January 1, 2009. SFAS 160 may have a material impact to the Company for any
acquisitions on or after January 1, 2009.

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157), which defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 does not require any new
fair value measurements; rather, it applies under other accounting
pronouncements that require or permit fair value measurements. The provisions
of SFAS 157 are to be applied prospectively as of the beginning of the fiscal
year in which it is initially applied, with any transition adjustment
recognized as a cumulative-effect adjustment to the opening balance of retained
earnings. The provisions of SFAS 157 are effective for fiscal years beginning
after November 15, 2007. The Company adopted the provisions of SFAS 157 for the
fiscal year beginning January 1, 2008, except for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis for which delayed application was
permitted until the Companys fiscal year beginning January 1, 2009. The
Companys adoption of the remaining provisions of SFAS 157 on January 1, 2009
did not have a material effect on the Companys financial statements.

In
June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock (EITF
07-5). EITF 07-5 provides guidance on how to determine if certain instruments
or embedded features are considered indexed to our own stock. EITF 07-5 requires
companies to use a two-step approach to evaluate an instruments contingent exercise provisions and settlement provisions in
determining whether the instrument is considered to be indexed to its own stock
and exempt from the application of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Although EITF 07-5 is effective for fiscal
years beginning after December 15, 2008, any outstanding instrument at the date
of adoption will require a retrospective application of the accounting through
a cumulative effect adjustment to retained earnings upon adoption. The adoption
of EITF 07-5 did not have a significant impact on the Companys financial
statements.

The
Company does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.

7. Income Taxes

During
the nine month period ended September 30, 2009 the Company paid $325,000
related to New York State tax expense and estimated tax payments.

8. Reclassifications

Certain
reclassifications have been made to the financial statements for the three and
nine months ended September 30, 2008 in order to conform with the current
period presentation.

9. Fair Value of Financial InstrumentsThe following methods
and assumptions are used to estimate the fair value of each class of financial
instruments for which it is practical to estimate.

12

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The
fair value of the Companys assets and liabilities that qualify as financial
instruments under SFAS No. 107 Disclosures about Fair Value of Financial
Instrument, approximate their carrying amounts presented in the balance sheet
at September 30, 2009 and December 31, 2008, respectively based upon the short
term nature of the account. The following methods and assumptions are used to
estimate the fair value of each class of financial instruments for which it is
practical to estimate:

Investment in Treasury BillsThis
investment is considered a trading security. The investment is carried at
market value, which approximates cost plus accrued interest.

Pursuant
to the provisions as prescribed in SFAS 157, the Company categorizes its
financial instruments into a three-level hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value into three broad levels. The
fair value hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority
to unobservable inputs (Level 3). If the inputs used to measure fair value fall
within different levels of the hierarchy, the category level is based on the
lowest priority level input that is significant to the fair value measurement
of the instrument.

Financial
assets recorded at fair value on the Companys condensed balance sheets are
categorized as follows:

Level
1: Unadjusted quoted prices for identical assets in an active market.

Level
2: Quoted prices in markets that are not active or inputs that are observable
either directly or indirectly for substantially the full term of the asset.
Level 2 inputs include the following:

| |   |                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | Quoted prices for similar
 assets in active markets,                                                                    
| |   |                                                                                                                         
| |  | Quoted prices for
 identical or similar assets in non-active markets,                                                   
| |   |                                                                                                                         
| |  | Inputs other than quoted
 market prices that are observable, and                                                        
| |   |                                                                                                                         
| |  | Inputs that are derived
 principally from or corroborated by observable market data through
 correlation or other means.

Level
3: Prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement. They
reflect managements own assumptions about the assumptions a market participant
would use in pricing the asset.

The
following table presents the Companys hierarchy for its financial instruments
measured at fair value on a recurring basis as of September 30, 2009:

|                                                         |  |         |             |         |  |         |  |       |   |  |   |             | 
|-------------------------------------------------------- |  | ------- | ----------- | ------- |  | ------- |  | ----- | - |  | - | ----------- | 
|                                                         |  | Level 1 |             | Level 2 |  | Level 3 |  | Total |  
|                                                         |  |         |             |         |  |         |  |       |  
|Investment in Treasury bills held in trust               |  | $       | 405,009,273 |         |  |        |  |       |  |  | $ | 405,009,273 | 
|Investments held in trust from underwriter               |  |         | 4,222,222   |         |  |        |  |       |  |  |   | 4,222,222   | 
|                                                         |  |         |             |         |  |         |  |       |   |  |   |             | 
|Total assets measured at fair value on a recurring basis |  | $       | 409,231,495 |         |  |        |  |       |  |  | $ | 409,231,495 | 
|                                                         |  |         |             |         |  |         |  |       |   |  |   |             | 

10. Subsequent Events

On
August 7, 2009, the Company entered into the Framework Agreement pursuant to
which the Company will continue its business as a corporation that will qualify
as a REIT for U.S. federal income tax purposes, commencing with its
taxable year ending December 31, 2010. On October 20, 2009, the Companys
stockholders and warrantholders approved each of the Framework Transactions.
The Framework Transactions were consummated on October 20,
2009 and constituted an initial Business Combination under the Companys certificate
of incorporation, as amended shortly prior to the consummation.

13

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As
a result of the Framework Transactions, the Companys warrants became
exercisable and the terms of the Companys warrants were amended to: (i)
increase the exercise price of the warrants to $12.00 per share; (ii) extend
the expiration date of the warrants from October 17, 2011 to October 23, 2014;
(iii) limit a warrantholders ability to exercise warrants to ensure that such
holders Beneficial Ownership or Constructive Ownership, each as defined in the
Companys certificate of incorporation, does not exceed the restrictions
contained in the certificate of incorporation limiting the ownership of shares
of the Companys common stock; (iv) increase the price at which the Companys
common stock must trade before the Company is able to redeem the warrants it
issued in the Public Offering from $14.25 to $18.75 and (v) increase the price
at which the Companys common stock must trade before the Company is able to
redeem the warrants it issued to the Sponsor prior to the Public Offering from
$14.25 to (x) $22.00, as long as the warrants are held by the Sponsor or its
members, members of its members immediate families or their controlled
affiliates, or (y) $18.75. In addition, an aggregate of 10,230,325 shares of
the Companys
common stock were cancelled in connection with the completion of the Framework
Transactions, consisting of the cancellation of 10,125,000 shares that were
held by the Sponsor, 100,000 shares that were held by five of the Companys
independent directors, and 5,325 shares the holders of which elected to
exercise conversion rights with respect to the proposal to approve the
Framework Transactions.

In
connection with the consummation of the Framework Transactions, on October 20,
2009, the Companys certificate of incorporation was amended to, among other
things (i) eliminate certain provisions applicable only to special purpose
acquisition corporations including the limited life provision, (ii) changed the
Companys name from NRDC Acquisition Corp. to Retail Opportunity Investments
Corp.; (iii) add provisions setting forth REIT related ownership limitations
and transfer restrictions on the Companys stock; (iv) increase the number of
authorized shares of the Companys capital stock from 106,005,000 to
550,000,000; and (v) eliminate the classified status of the Companys board of
directors so that all directors will be subject to re-election at each annual
meeting.

Further,
the Companys 2009 Equity Incentive Plan, which provides for
the grants of restricted common stock and other equity-based awards up to an
aggregate of 7.5% of the issued and outstanding shares of the Companys common
stock at the time of the award, subject to a ceiling of 4,000,000 shares,
became effective on October 20, 2009. The Company also entered into employment
agreements with three new executive officers pursuant to which the Company has
agreed to issue an aggregate 200,000 shares of restricted stock and 200,000 stock
options to such officers, effective October 20, 2009 under the 2009 Equity
Incentive Plan. The Company expects to grant an aggregate of 75,000 shares
under the 2009 Equity Incentive Plan to new directors that were added the
Companys board of directors effective October 20, 2009 as well.

In
addition, in connection with the consummation of the Framework Transactions, on
October 20, 2009, the Company entered into a Transitional Shared Facilities and
Services Agreement with NRDC Real Estate Advisors, LLC. Pursuant to the
Transitional Shared Facilities and Services Agreement, NRDC Real Estate
Advisors will provide the Company with access to, among other things, NRDC Real
Estate Advisors information technology, office space, personnel and other resources
necessary to enable the Company to perform its business, including access to
NRDC Real Estate Advisors real estate teams, which will work with the Company
to source, structure, execute and manage properties for a transitional period.
The Transitional Shared Facilities and Services Agreement is also intended to
provide the Company assistance with corporate operations, legal and compliance
functions and governance. The Company will pay NRDC Real Estate Advisors a
monthly fee of $7,500. The Transitional Shared Facilities and Services
Agreement has an initial one-year term, which is renewable by the Company for
an additional one-year term.

Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The
following Managements Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes and schedules thereto.

We
were formed on July 10, 2007 as a special purpose acquisition corporation for
the purpose of acquiring, through a merger, capital stock exchange, stock
purchase, asset acquisition, or other similar business combination, one or more
assets or control of one or more operating businesses. We intend to use cash
derived from the net proceeds of our Public

14

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Offering, which was consummated on
October 23, 2007, and the exercise by the underwriters of their over-allotment
option, which closed on October 23, 2007, together with any additional financing
arrangements that we undertake, to effect a business combination.

Through
September 30, 2009, our efforts have been limited to organizational activities
and activities relating to our Public Offering; we have neither engaged in any
operations nor generated any revenues. For the three and nine months ended
September 30, 2009, we earned $64,494 and $221,082 in interest income on the
Trust Account excluding deferred interest income of $126,726 and $123,146 and
we had accrued expenses of $3,163,866. In addition, we had cash on hand of
$183,252 at September 30, 2009.

On
October 20, 2009, we completed the transactions contemplated by the Framework
Agreement. As contemplated by such agreement, we plan to continue our business
as a REIT that expects to invest in, acquire, own, lease, reposition and manage
a diverse portfolio of necessity-based retail properties, including, primarily,
well located community and neighborhood shopping centers, anchored by national
or regional supermarkets and drugstores. We may also acquire other retail
properties, including power centers, regional malls, lifestyle centers and
single-tenant retail locations, that are leased to national, regional and local
tenants. We will target properties strategically situated in densely populated,
middle and upper income markets in the eastern and western regions of the U.S.
In addition, we may supplement our direct purchases of retail properties with
first mortgages or second mortgages, mezzanine loans, bridge or other loans and
debt investments related to retail properties, which we refer to collectively
as real estate-related debt investments, in each case provided that the
underlying real estate meets our criteria for direct investment. Our primary
focus with respect to real estate-related debt investments is to capitalize on
the opportunity to acquire control positions that will enable us to obtain the
asset should a default occur. We refer to the properties and investments we
will target as our target assets.

As
a result of the completion of the framework agreement transactions, we expect
to commence investing in our target assets. Accordingly, our results of
operations for the three and nine months ended September 30, 2009 will not be
indicative of our operating results for future periods.

For
an additional discussion of our proposed business and financing plan and its
impact on our results of operations and financial condition, see the sections
Our Business Following the Consummation of the Framework Transactions and
The Impact of the Framework Transactions on our Financial Condition and
Results of Operations set forth in our definitive proxy statement relating to
the special meeting of stockholders and warrantholders held on October 20,
2009, which are incorporated herein by reference.

Forward-Looking Statements

This
Form 10-Q contains forward-looking statements regarding the plans and
objectives of management for future operations. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words may, will, should, expect,
anticipate, estimate, believe, intend or project or the negative of
these words or other variations on these words or comparable terminology. These
forward-looking statements are based on assumptions that may be incorrect, and
we cannot assure you that these projections included in these forward-looking
statements will come to pass. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside
our control and difficult to predict. Factors that may cause such differences
include, but are not limited to, the following:

| |   |                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our ability
 to identify and acquire retail real estate and real estate-related debt
 investments that meet our investment standards and the time period required
 for us to acquire our initial portfolio of our target assets;
| |   |                                                                                                                                                                                                                                 
| |  | The level of
 rental revenue and net interest income we achieve from our target assets;                                                                                                                                         
| |   |                                                                                                                                                                                                                                 
| |  | The market
 value of our assets and the supply of, and demand for, retail real estate and
 real estate-related debt investments in which we invest;                                                                             

15

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| |   |                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The length
 of the current economic downturn;                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                
| |  | The
 conditions in the local markets in which we will operate, as well as changes
 in national economic and market conditions;                                                                                                                 
| |   |                                                                                                                                                                                                                                                
| |  | Consumer
 spending and confidence trends;                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                
| |  | Our ability
 to enter into new leases or to renew leases with existing tenants at the
 properties we acquire at favorable rates;                                                                                                               
| |   |                                                                                                                                                                                                                                                
| |  | Our ability
 to anticipate changes in consumer buying practices and the space needs of
 tenants;                                                                                                                                               
| |   |                                                                                                                                                                                                                                                
| |  | The
 competitive landscape impacting the properties we acquire and their tenants;                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                
| |  | Our
 relationships with our tenants and their financial condition;                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                
| |  | Our use of
 debt as part of our financing strategy and our ability to make payments or to
 comply with any covenants under any borrowings or other debt facilities we
 obtain;                                                                 
| |   |                                                                                                                                                                                                                                                
| |  | The level of
 our operating expenses, including amounts we are required to pay to our
 management team and to engage third party property managers;                                                                                            
| |   |                                                                                                                                                                                                                                                
| |  | Changes in
 interest rates that could impact the market price of our common stock and the
 cost of our borrowings;                                                                                                                             
| |   |                                                                                                                                                                                                                                                
| |  | Legislative
 and regulatory changes (including changes to laws governing the taxation of
 REITs); and                                                                                                                                          
| |   |                                                                                                                                                                                                                                                
| |  | The other
 factors described herein under Risk Factors included in our definitive
 proxy statement relating to the special meeting of stockholders and
 warrantholders held on October 20, 2009, which are incorporated herein by
 reference.

We
have based the forward-looking statements included in this quarterly report on
Form 10-Q on information available to us on the date of this quarterly report
on Form 10-Q, and we assume no obligation to update any such forward-looking
statements. Although we undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future
events or otherwise, you are advised to consult any additional disclosures that
we may make directly to you or through reports that we in the future may file
with the Securities and Exchange Commission, including annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Results of Operations for the three month
period ended September 30, 2009

Net
loss of ($2,336,521) reported for the quarter ended September 30, 2009
consisted primarily of interest income on the Trust Account of $64,494 offset
by $163,220 in expense for professional fees, $40,889 in insurance expense,
$2,500,000 in transactions costs associated with the Framework Agreement,
$633,347 in due diligence costs, $267,806 in other expenses and an income tax
benefit of ($1,204,247). Interest income decreased for the three month period
ended September 30, 2009 from the three month period ended September 30, 2008
due to declining interest rates beginning in late 2008. Professional fees
increased in the third quarter of 2009 from the third quarter of 2008 due to
increased legal fees related to the proxy, 8-K filing and Framework Agreement.
Transaction and due diligence costs increased due to legal and advisory fees
related to the continuation of our business as a corporation that intends to
elect to qualify to be taxed as a REIT for U.S. federal income tax purposes.

16

---



Results of Operations for the three month period
ended September 30, 2008

Net
Income of $833,303 reported for the three months ended September 30, 2008
consisted primarily of interest income on the Trust Account of $1,506,740
offset by $16,349 in expenses for professional fees, $40,648 in insurance
expense, $215,448 in other expenses and $400,992 in income tax.

Results of Operations for the nine month
period ended September 30, 2009

Net
loss of ($3,294,988) reported for the nine months ended September 30, 2009
consisted primarily of interest income on the trust account of $221,082 offset
by $345,602 in expenses for professional fees, $121,081 in insurance expense,
$2,500,000 in transaction costs associated with the Framework Transactions,
$1,561,117 in due diligence costs, $685,689 in other expenses and an income tax
benefit of ($1,697,419). Interest income decreased for the nine month period
ended September 30, 2009 from the nine month period ended September 30, 2008
due to declining interest rates beginning in late 2008. Transaction and due
diligence costs increased for the nine months ended September 30, 2009 from the
nine months ended September 30, 2008 as we incurred legal and advisory costs
related to the continuation of our business as a corporation that intends to elect
to qualify to be taxed as a REIT for U.S. federal income tax purposes.

Results of Operations for the nine month
period ended September 30, 2008

Net
Income of $2,387,692 reported for the nine months ended September 30, 2008
consisted primarily of interest income on the Trust Account of $4,672,270
offset by $311,797 in expense for professional fees, $34,000 in listing fees,
$121,062 in insurance expense, $467,839 in other expenses and $1,349,880 in
income tax.

Results of Operations for the period from
July 10, 2007 (inception) through September 30, 2009

Net
Income of $1,077,089 reported for the period from July 10, 2007 (inception)
through September 30, 2009 consisted primarily of interest income on the Trust
Account of $9,143,180 offset by $1,026,137 in expense for professional fees,
$70,999 in listing fees, $316,352 in insurance expense, $2,500,000 in
transaction costs associated with the Framework Transactions, $1,561,848 in due
diligence costs, $1,976,634 in other expenses and $614,121 in income tax. At
September 30, 2009, we had cash outside the Trust Account of $183,252, prepaid
expenses of $10,222, income taxes receivable of $763,593 and accounts payable
and accrued expenses of $3,163,866.

Until
we enter into a Business Combination (including the Framework Transactions) we
will not have revenues other than interest income, and will continue to incur
expenses relating to identifying a target business to acquire or completing the
Framework Transactions. On October 20, 2009, the Companys stockholders and
warrantholders approved the Framework Transactions. The Framework Transactions
were consummated on October 20, 2009 and constituted a Business Combination
under the Companys certificate of incorporation, as amended shortly prior to
the consummation.

Item 3. Quantitative and
Qualitative Disclosures about Market Risk.

To
date, our efforts have been limited to organizational activities and activities
relating to our Public Offering and the identification of a target business and
the Framework Transactions; we have neither engaged in any operations nor
generated any revenues. As the proceeds from our Public Offering held in trust
have been invested in short term investments, our only market risk exposure
relates to fluctuations in interest rates.

We
have not engaged in any hedging activities since our inception on July 10,
2007.

In
the future, we will be exposed to interest rate changes primarily as a result
of long-term debt used to acquire properties and make real estate-related debt
investments. Our interest rate risk management objectives will be to limit the
impact of interest rate changes on earnings and cash flows and to lower overall
borrowing costs. To achieve these objectives, we expect to borrow primarily at
fixed rates or variable rates with the lowest margins available and, in some
cases, with the ability to convert variable rates to fixed rates. With regard
to variable rate financing, we will assess interest rate cash flow risk by
continually identifying and monitoring changes in interest rate exposures that
may adversely impact expected future cash flows and by evaluating hedging
opportunities. While we do not seek to avoid risk completely, we believe that
risk can be quantified from historical experience and seek to actively manage
that risk, to earn sufficient compensation to justify taking those risks and to
maintain capital levels consistent with the risks we undertake, while, at

17

---



the same time,
seeking to provide an opportunity to stockholders to realize attractive
risk-adjusted returns through ownership of our capital stock.

Item 4. Controls and
Procedures.

The
Companys Chief Executive Officer and Chief Financial Officer, based on their
evaluation of the Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, have
concluded that as September 30, 2009, the Companys disclosure controls and
procedures were effective to give reasonable assurances to the timely
collection, evaluation and disclosure of information relating to the Company
that would potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

During
the period ended September 30, 2009, there was no change in the Companys
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over
financial reporting.

Notwithstanding
the foregoing, a control system, no matter how well designed and operated, can
provide only reasonable, not absolute assurance that it will detect or uncover
failures within the Company to disclose material information otherwise required
to be set forth in our periodic reports.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

There
is no litigation currently pending or, to our knowledge, threatened against us
or any of our officers or directors in their capacity as such.

Item 1A. Risk Factors.

In
addition to the other information set forth in this report, you should
carefully consider the factors discussed in the section titled Risk Factors
in our definitive proxy statement relating to the special meeting of
stockholders and warrantholders held on October 20, 2009, which are
incorporated herein by reference. These Risk Factors could materially affect
our business, financial condition or future results. There have been no
material updates or changes to such Risk Factors that are required to be
disclosed in this Item 1A.

Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior
Securities.

None

Item 4. Submission of
Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

18

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|                
|----------------
|Item 6. Exhibits

Exhibit Index

|            |  |                                                                                                                                                                                                                                                                                                                                | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                    | 
|            |  |                                                                                                                                                                                                                                                                                                                                | 
|3.1         |  | Second Amended &
 Restated Certificate of Incorporation(3)                                                                                                                                                                                                                                                                    
|3.2         |  | Second Certificate of Amendment to the Second Amended and Restated
 Certificate of Incorporation(10)                                                                                                                                                                                                                          
|3.3         |  | Third Certificate of Amendment to the Second Amended and Restated
 Certificate of Incorporation(10)                                                                                                                                                                                                                           
|3.4         |  | Fourth Certificate of Amendment to the Second Amended and Restated
 Certificate of Incorporation(10)                                                                                                                                                                                                                          
|3.5         |  | Amended and Restated Bylaws(10)                                                                                                                                                                                                                                                                                               
|4.1         |  | Specimen Unit Certificate(10)                                                                                                                                                                                                                                                                                                 
|4.2         |  | Specimen Common Stock
 Certificate(10)                                                                                                                                                                                                                                                                                        
|4.3         |  | Specimen Warrant
 Certificate(10)                                                                                                                                                                                                                                                                                             
|4.4         |  | Form of Warrant Agreement
 between Continental Stock Transfer & Trust Company and NRDC
 Acquisition Corp.(2)                                                                                                                                                                                                                  
|4.5         |  | Supplement and Amendment
 to Warrant Agreement by and between NRDC Acquisition Corp. and Continental
 Stock Transfer & Trust Company, dated as of October 20, 2009(10)                                                                                                                                                        
|10.1        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and NRDC Capital
 Management, LLC(2)                                                                                                                                                                                                           
|10.2        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and William L. Mack(1)                                                                                                                                                                                                                         
|10.3        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Robert C. Baker(1)                                                                                                                                                                                                                         
|10.4        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Richard A. Baker(1)                                                                                                                                                                                                                        
|10.5        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Lee S. Neibart(1)                                                                                                                                                                                                                          
|10.6        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Michael J.
 Indiveri(2)                                                                                                                                                                                                                    
|10.7        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Edward H. Meyer(2)                                                                                                                                                                                                                         
|10.8        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Laura Pomerantz(2)                                                                                                                                                                                                                         
|10.9        |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Vincent Tese(2)                                                                                                                                                                                                                            
|10.10       |  | Letter Agreement among
 NRDC Acquisition Corp., Banc of America Securities LLC and Ronald W. Tysoe(2)                                                                                                                                                                                                                         
|10.11       |  | Form of Investment
 Management Trust Agreement between Continental Stock Transfer &
 Trust Company and NRDC Acquisition Corp.(1)                                                                                                                                                                                              
|10.12       |  | Form of Letter Agreement
 between NRDC Capital Management, LLC and NRDC Acquisition Corp. regarding
 office space and administrative services(3)                                                                                                                                                                              
|10.13       |  | Promissory Note issued by
 NRDC Acquisition Corp. to NRDC Capital Management, LLC(4)                                                                                                                                                                                                                                          
|10.14       |  | Form of Registration
 Rights Agreement between NRDC Acquisition Corp. and NRDC Capital Management,
 LLC(2)                                                                                                                                                                                                                    
|10.15       |  | Subscription Agreement
 between NRDC Acquisition Corp. and NRDC Capital Management, LLC(4)                                                                                                                                                                                                                                    
|10.16       |  | Private Placement Warrant
 Purchase Agreement between NRDC Acquisition Corp. and NRDC Capital
 Management, LLC(1)                                                                                                                                                                                                             
|10.17       |  | Form of Right of First
 Offer Agreement among NRDC Acquisition Corp. and NRDC Capital Management,
 LLC, NRDC Real Estate Advisors, LLC, NRDC Equity Partners, William L. Mack,
 Robert C. Baker, Richard A. Baker, Lee S. Neibart, Michael J. Indiveri,
 Edward H. Meyer, Laura Pomerantz, Vincent Tese and Ronald W. Tysoe(2)
|10.18       |  | Co-Investment Agreement
 between NRDC Acquisition Corp. and NRDC Capital Management, LLC(1)                                                                                                                                                                                                                                   
|10.19       |  | Letter Agreement between
 NRDC Acquisition Corp. and Apollo Real Estate Advisors(1)                                                                                                                                                                                                                                           

19

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|      |  |                                                                                                                                                                   
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | Letter Agreement between
 NRDC Acquisition Corp. and Banc of America Securities LLC(5)                                                                            
|10.21 |  | Framework Agreement by and
 between NRDC Acquisition Corp. and NRDC Capital Management, LLC(6)                                                                    
|10.22 |  | Letter Agreement between
 NRDC Acquisition Corp. and Ladenburg Thalmann & Co. Inc.(7)                                                                             
|10.23 |  | Letter Agreement between
 NRDC Acquisition Corp. and Maxim Group LLC(8)                                                                                           
|10.24 |  | Letter Agreement between
 NRDC Acquisition Corp. and Gunnallen Financial, Inc.(9)                                                                                 
|10.25 |  | Amendment to Framework
 Agreement by and between NRDC Acquisition Corp. and NRDC Capital Management,
 LLC(9)                                                      
|10.26 |  | Amendment to Placement Warrant Purchase Agreement by and between NRDC
 Acquisition Corp. and NRDC Capital Management, LLC, dated as of October
 20, 2009(10)      
|10.27 |  | Transitional Shared Facilities and Services Agreement by and between
 NRDC Acquisition Corp. and NRDC Real Estate Advisors, LLC, dated as of October
 20, 2009(10)
|10.28 |  | Employment Agreement by and between NRDC Acquisition
 Corp. and Stuart Tanz, dated as of
 October 20, 2009(10)                                                    
|10.29 |  | Employment Agreement by and between NRDC Acquisition
 Corp. and John Roche, dated as of October
 20, 2009(10)                                                     
|10.30 |  | Employment Agreement by and between NRDC Acquisition
 Corp. and Richard A. Baker, dated as of
 October 20, 2009(10)                                               
|10.31 |  | Restricted Stock Award Agreement by and between Retail Opportunity
 Investments Corp. and Stuart Tanz, dated as of October 20, 2009(10)                           
|10.32 |  | Restricted Stock Award Agreement by and between Retail Opportunity
 Investments Corp. and John Roche, dated as of October 20, 2009(10)                            
|10.33 |  | Restricted Stock Award Agreement by and between Retail Opportunity
 Investments Corp. and Richard A. Baker, dated as of October 20, 2009(10)                      
|10.34 |  | Option Award Agreement by and between Retail Opportunity Investments
 Corp. and Stuart Tanz, dated as of October 20, 2009(10)                                     
|10.35 |  | Option Award Agreement by and between Retail Opportunity Investments
 Corp. and John Roche, dated as of October 20, 2009(10)                                      
|10.36 |  | Option Award Agreement by and between Retail Opportunity Investments
 Corp. and Richard A. Baker, dated as of October 20, 2009(10)                                
|10.37 |  | Corporate Opportunity Agreement by and between NRDC Acquisition Corp.
 and Robert C. Baker, dated as of October 20, 2009(10)                                      
|10.38 |  | Corporate Opportunity Agreement by and between NRDC Acquisition Corp.
 and William L. Mack, dated as of October 20, 2009(10)                                      
|10.39 |  | Termination of Co-Investment Agreement by and between NRDC
 Acquisition Corp. and NRDC Capital Management, LLC, dated as of October
 20, 2009(10)                 
|10.40 |  | 2009 Equity Incentive Plan(10)                                                                                                                                    
|10.41 |  | Form of Restricted Stock Award Agreement under 2009 Equity Incentive
 Plan(10)                                                                                    
|10.42 |  | Form of Option Award Agreement under 2009 Equity Incentive Plan(10)                                                                                               
|31.1  |  | Certification of Chief
 Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002                                                              
|31.2  |  | Certification of Chief
 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002                                                              
|32.1  |  | Certification of Chief
 Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002                
|32.2  |  | Certification of Chief
 Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
 906 of the Sarbanes-Oxley Act of 2002                

| | 
| | 
| | 

|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference
 to Retail Opportunity Investments Corps registration statement on
 Form S-1/A filed on October 10, 2007 (File No. 333-144871).  
|(2) | Incorporated by reference
 to Retail Opportunity Investments Corps registration statement on
 Form S-1/A filed on September 27, 2007 (File No. 333-144871).
|(3) | Incorporated by reference
 to Retail Opportunity Investments Corps registration statement on
 Form S-1/A filed on September 7, 2007 (File No. 333-144871). 
|(4) | Incorporated by reference
 to Retail Opportunity Investments Corps registration statement on
 Form S-1 filed on July 26, 2007 (File No. 333-144871).       

20

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|     |                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------
|(5)  | Incorporated by reference
 to Retail Opportunity Investments Corps current report on Form 8-K filed on
 August 9, 2009.    
|(6)  | Incorporated by reference
 to Retail Opportunity Investments Corps current report on Form 8-K filed on
 August 10, 2009.   
|(7)  | Incorporated by reference
 to Retail Opportunity Investments Corps current report on Form 8-K filed on
 August 21, 2009.   
|(8)  | Incorporated by reference
 to Retail Opportunity Investments Corps current report on Form 8-K filed on
 August 31, 2009.   
|(9)  | Incorporated by reference
 to Retail Opportunity Investments Corps current report on Form 8-K filed on
 September 11, 2009.
|(10) | Incorporated by reference
 to Retail Opportunity Investments Corp.s current report on Form 8-K filed on
 October 26, 2009. 

21

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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized

|                        |                                       |                          |  | 
|----------------------- | ------------------------------------- | ------------------------ |  | 
|Date:
 November 6, 2009 | RETAIL
 OPPORTUNITY INVESTMENTS CORP.
|                        |                                       |                         
|                        | By:                                   | /s/ STUART
 A. TANZ      | 
|                        |                                       |                          | 
|                        |                                       | Stuart A.
 Tanz         
|                        |                                       | Chief
 Executive Officer
|                        |                                       |                         
|                        | By:                                   | /s/ JOHN
 ROCHE          | 
|                        |                                       |                          | 
|                        |                                       | John Roche              
|                        |                                       | Chief
 Financial Officer

22

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