EXHIBIT 10.1


 


Retail Opportunity Investments Corp.


Common Stock ($0.0001 par value per share)


SALES AGREEMENT


 


May 23, 2016


 


Canaccord Genuity Inc.

535 Madison Avenue, 2nd Floor

New York, New York 10022


 


Ladies and Gentlemen:


 


Retail Opportunity Investments Corp., a Maryland corporation (the
“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time
to or through Canaccord Genuity Inc., as sales agent and/or principal (the “Agent”), shares (the “Shares”)
of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), on the terms set forth
in Section 2 of this Sales Agreement (this “Agreement”). The Company agrees that whenever it determines
to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”)
in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2 of this Agreement.


 


The Company and Retail Opportunity Investments Partnership, LP, a
Delaware limited partnership (the “Operating Partnership”), have also entered into sales agreements (the “Alternative
Sales Agreements”) on September 19, 2014 with KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. and
on even date herewith with Robert W. Baird & Co. Incorporated (collectively, the “Alternative Agents”).
The aggregate gross sales price of the Shares that may be sold pursuant to this Agreement, any Terms Agreement and any Alternative
Sales Agreements shall not exceed $100,000,000 (the “Maximum Amount”), including $21,916,297 sold pursuant to
any Alternative Sales Agreements prior to the date hereof.


 


Section 1.                
Representations and Warranties. The Company and the Operating Partnership, jointly and severally, represent
and warrant to the Agent that as of the date of this Agreement, the date of any Terms Agreement, each Registration Statement Amendment
Date (as defined in Section 3(i) below), each Company Periodic Report Date (as defined in Section 3(h) below), each
Company Earnings Report Date (as defined in Section 3(i) below), each Request Date (as defined in Section 3(i) below),
each Applicable Time (as defined in Section 1(a) below) and each Settlement Date (as defined in Section 2(h) below);
provided, that if such date occurs during a Suspension Period (as defined in Section 3(r) below), the Company and the Operating
Partnership shall not make the representations and warranties of the Company and the Operating Partnership contained in this Section 1
until the next of such dates after the end of the Suspension Period:


 






     


     

    

(a)               
Compliance with Registration Requirements. The Company and the Operating Partnership have filed with the Securities
and Exchange Commission (the “Commission”) an “automatic shelf registration statement,” as defined
under Rule 405 of the rules and regulations (the “1933 Act Regulations”) of the Commission promulgated
under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3ASR (Nos. 333-211521 and
333-211521-01), including the related base prospectus, which registers certain securities of the Company (including the Shares) and
of the Operating Partnership; such registration statement and any post-effective amendment thereto, became effective upon filing
with the Commission in accordance with Rule 462(e) of the 1933 Act Regulations (the base prospectus filed as part of such
registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this
Agreement, is hereinafter called the “Basic Prospectus”; the various parts of such registration statement,
excluding any Form T-1 but including all other exhibits thereto and any prospectus supplement or prospectus relating to the Shares
that is filed with the Commission and deemed by virtue of Rule 430B of the 1933 Act Regulations to be part of such registration
statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called
the “Registration Statement”; the prospectus supplement specifically relating to the Shares prepared
and filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations is hereinafter called the “Prospectus
Supplement”; the Basic Prospectus, as amended and supplemented by the Prospectus Supplement, is hereinafter called
the “Prospectus”; any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the 1933 Act; provided, however, that no representation contained in any exhibit
to any such incorporated document, other than the representations contained herein, shall be deemed to be made to you; any reference
to any amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to
and include any post-effective amendment to the Registration Statement, any prospectus supplement or base prospectus relating to
the Shares filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations and any documents filed under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the
date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a)
or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration
Statement; and any “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Regulations relating
to the Shares is hereinafter called an “Issuer Free Writing Prospectus”).


 


The Company meets the requirements for use of the Registration Statement
as an automatic shelf registration statement on Form S-3 under the 1933 Act. The Registration Statement became effective under
the 1933 Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,”
as defined in Rule 405 of the 1933 Act Regulations, and the Shares have been and remain eligible for registration by the Company
on an automatic shelf registration statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of an automatic registration
statement has been received by the Company, no order preventing, suspending or objecting to the use of the Prospectus or any Issuer
Free Writing Prospectus has been issued and no proceeding for any of those purposes has been instituted or, to the Company’s
knowledge, threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional
information and there are no outstanding or unresolved comments from the Commission or its staff.


 


Each of the Registration Statement and any post-effective amendment
thereto, at the time of its effectiveness, at each deemed effective date with respect to the Agent and the Shares pursuant to Rule 430B(f)(2)
of the 1933 Act Regulations and at each Settlement Date, complied, complies and will comply in all material respects with the requirements
of the 1933 Act and the 1933 Act Regulations. The Prospectus and any amendment or supplement thereto, at the time each was filed
with the Commission and at each Settlement Date, complied, complies and will comply in all material respects with the requirements
of the 1933 Act and the 1933 Act Regulations.


 


Neither the Registration Statement nor any amendment thereto, at
the time of its effectiveness, at any deemed effective date with respect to the Agent and the Shares pursuant to Rule 430B(f)(2)
of the 1933 Act Regulations or at any Settlement Date contained, contains or will contain an untrue statement of a material fact
or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b) or at any Settlement Date, included, includes or will include an untrue statement
of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 






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For the purposes of this Agreement, the “Applicable Time”
means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any Terms Agreement; the Prospectus
and the applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively,
and, with respect to any Shares, together with the public offering price of such Shares, the “General Disclosure Package”)
as of each Applicable Time and each Settlement Date, will not include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and each applicable Issuer Free Writing Prospectus will not conflict with the information contained in the Registration
Statement, the Prospectus Supplement or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken
together with the General Disclosure Package as of such Applicable Time, will not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.


 


Neither the Company nor the Operating Partnership makes any representations
or warranties as to the information contained in or omitted from the Registration Statement, the Basic Prospectus, the Prospectus
Supplement, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus in reliance upon and in conformity
with written information furnished to the Company or the Operating Partnership by or on behalf of the Agent or any Alternative
Agent expressly for use therein.


 


(b)              
Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such
documents were or hereafter are filed with the Commission, as the case may be, when read together with the other information in
the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions
from the Registration Statement, the General Disclosure Package or the Prospectus (including the documents incorporated or deemed
to be incorporated by reference therein) in conformity with written information furnished to the Company or the Operating Partnership
by or on behalf of the Agent or any Alternative Agent expressly for use therein


 


(c)               
Independent Accountants. The accountants who certified the financial statements and supporting schedules included
or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus are independent public
accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission
thereunder (the “1934 Act Regulations”), and the Public Company Accounting Oversight Board.


 






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(d)              
Financial Statements. The financial statements (other than the financial statements of the businesses or properties
acquired or proposed to be acquired) included or incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial
position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have
been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information
required to be stated therein. Any selected financial data and the summary financial information included or incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the
information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The financial statements
of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth
therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared, in all material
respects, in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X
with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the
related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the
Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein,
and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect
to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the
General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations or any document required to be filed
with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the
General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10
of Regulation S-K of the 1933 Act, to the extent applicable, in all material respects. The interactive data in eXtensible
Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.


 


(e)               
No Material Adverse Change. Except as otherwise stated therein, since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the results of operations, business or business prospects of the Company,
the Operating Partnership and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary
course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the
Company, the Operating Partnership or any of their respective subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise,
and (C) except for regular quarterly dividends on the Common Stock and regular quarterly distributions on the units of partnership
interest in the Operating Partnership (“Units”), in each case in amounts per share or unit, as applicable, that
are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock or any distribution by the Operating Partnership with respect to any of its Units.


 


(f)               
Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation
in good standing under the laws of the State of Maryland and has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and
to enter into and perform its obligations under this Agreement and any Terms Agreement; and the Company is duly qualified as a
foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.


 






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(g)               
Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly
existing as a limited partnership in good standing under the laws of the State of Delaware and has the partnership power and authority
under the Operating Partnership Agreement (as defined below) and the Delaware Revised Uniform Limited Partnership Act to own, lease
and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package
and the Prospectus and to enter into and perform its obligations under this Agreement and any Terms Agreement. The Operating Partnership
is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a Material Adverse Effect. A wholly-owned subsidiary of the
Company (the “General Partner”) is the sole general partner of the Operating Partnership. The Second Amended
and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of September 27, 2013, as amended (the
“Operating Partnership Agreement”), has been duly and validly authorized, executed and delivered by the parties
thereto and is a valid and binding agreement, enforceable against the Company and the General Partner in accordance with its terms,
except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or transfer or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law), and except as rights to indemnity thereunder
may be limited by applicable law.


 


(h)              
Good Standing of Subsidiaries. Each subsidiary listed on Schedule 1 hereto is considered a “significant
subsidiary” of the Company or the Operating Partnership (each, a “Subsidiary” and, collectively, the “Subsidiaries”),
and has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or
organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified to transact
business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result
in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus, all of the issued and outstanding capital stock of, or other ownership interest in, each such Subsidiary has been duly
authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership, as applicable,
directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;
none of the outstanding shares of capital stock of, or other ownership interest in, any Subsidiary was issued in violation of the
preemptive or similar rights of any securityholder of such Subsidiary. Except for subsidiaries formed since the end of the most
recent fiscal year, the only subsidiaries of the Company and the Operating Partnership are (a) the subsidiaries listed on
Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and (b) certain
other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary”
as defined in Rule 1-02 of Regulation S-X.


 


(i)                
Capitalization. The issued and outstanding shares of Common Stock have been duly authorized and validly issued
and are fully paid and non-assessable; none of the outstanding shares of capital stock were issued in violation of the preemptive
or other similar rights of any securityholder of the Company and the authorized, issued and outstanding capital stock of the Company
is as set forth in the Registration Statement, the General Disclosure Package, or the Prospectus (except for subsequent issuances,
if any, pursuant to this Agreement, any Terms Agreement or any Alternative Sales Agreement, pursuant to the Company’s 2009
Employee Incentive Plan or exercises of options issued thereunder, pursuant to reservations, agreements or employee benefit plans
or pursuant to the exercise of warrants, convertible securities or options referred to in the Registration Statement, the General
Disclosure Package, or the Prospectus). The Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and
is authorized for trading on the Nasdaq Stock Market or listed on another national securities exchange, as such term is used in
Section 3 of the 1934 Act (the Nasdaq Stock Market or such other national securities exchange on which the Common Stock is
then listed being referred to herein as the “Principal Market”), and the Company has taken no action designed
to terminate, or likely to have the effect of terminating, the registration of the Common Stock from the Principal Market, nor
has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration
or listing.


 






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(j)                
Authorization of Agreement. This Agreement and any Terms Agreement have been duly authorized, executed and
delivered by each of the Company and the Operating Partnership.


 


(k)              
Authorization and Description of Shares. The Shares have been duly authorized and reserved for issuance and
sale pursuant to this Agreement or any Terms Agreement and, when issued and delivered by the Company pursuant to this Agreement
or any Terms Agreement against payment of the consideration therefor, will be validly issued and fully paid and non-assessable;
and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company; the
Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package
and the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of Shares
will be subject to personal liability solely by reason of being such a holder.


 


(l)                
Authorization of Units. All issued and outstanding Units have been duly authorized and are validly issued,
fully paid and non-assessable, have been offered and sold or exchanged by the Operating Partnership in compliance with applicable
laws and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, are owned
by the Company either directly or through wholly-owned subsidiaries, or limited partners of the Operating Partnership. All Units
owned by the Company are owned free and clear of any perfected security interest or any other security interests, claims, liens
or encumbrances.


 


(m)            
Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any of their respective
subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, partnership agreement or other
organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which it or any of them
may be bound, or to which any of the properties or assets of the Company, the Operating Partnership or any such subsidiary is subject
(collectively, “Agreements and Instruments”), except, for such defaults that would not result in a Material
Adverse Effect or as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus,
or (C) to the knowledge of the Company or the Operating Partnership, in violation of any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction
over the Company, the Operating Partnership or any of their respective subsidiaries or any of their assets, properties or other
operations (each, a “Governmental Entity”), except, in the case of this clause (C), for such violations
that would not result in a Material Adverse Effect or as set forth in or contemplated in the Registration Statement, the General
Disclosure Package and the Prospectus. The execution, delivery and performance of this Agreement and of any Terms Agreement and
the consummation of the transactions contemplated herein or in any Terms Agreement and in the Registration Statement, the General
Disclosure Package and the Prospectus and compliance by the Company and the Operating Partnership with their respective obligations
hereunder and under any Terms Agreement: (i) do not and will not, whether with or without the giving of notice or passage
of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in
the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company, the Operating Partnership
or any of their respective subsidiaries pursuant to the Agreements and Instruments (except, in the case of this clause (i),
for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material
Adverse Effect or as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus),
(ii) will not result in any violation of the provisions of the charter, bylaws, certificate of limited partnership, partnership
agreement or other organizational documents of the Company, the Operating Partnership or any of their respective subsidiaries or
(iii) will not result in a violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of
any Governmental Entity (except, for such violations that would not result in a Material Adverse Effect or as set forth in or contemplated
in the Registration Statement, the General Disclosure Package and the Prospectus). As used herein, a “Repayment Event”
means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting
on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Company, the Operating Partnership or any of their respective subsidiaries.


 






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(n)              
Absence of Labor Dispute. No labor dispute with the employees of the Company, the Operating Partnership or
any of their respective subsidiaries exists or, to the knowledge of the Company or the Operating Partnership, is imminent, which
would result in a Material Adverse Effect.


 


(o)              
Absence of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package
and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity
now pending or, to the knowledge of the Company or the Operating Partnership, threatened, against or affecting the Company, the
Operating Partnership or any of their respective subsidiaries, which is required to be disclosed in the Registration Statement,
the General Disclosure Package or the Prospectus (other than as disclosed therein).


 


(p)              
Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration
Statement, the General Disclosure Package or the Prospectus or the documents incorporated by reference therein or to be filed as
exhibits to the Registration Statement which have not been so described and filed or incorporated by reference as required.


 


(q)              
Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or the Operating
Partnership of their respective obligations hereunder or under any Terms Agreement, in connection with the offering, issuance or
sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except
such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act
Regulations or state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


(r)                
Absence of Manipulation. None of the Company, the Operating Partnership or any affiliate of the Company or
the Operating Partnership has taken, nor will the Company, the Operating Partnership or any such affiliate take, directly or indirectly,
any action which is designed to or which has constituted or which would be expected to cause or result in a violation of Regulation
M under the 1934 Act or the stabilization or manipulation of the price of any security of the Company or the Operating Partnership
to facilitate the sale or resale of the Shares.


 






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(s)               
Possession of Licenses and Permits. Except as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus, the Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate
Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not,
singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and their respective subsidiaries
are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not,
singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and
effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force
and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership
or any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any
Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result
in a Material Adverse Effect.


 


(t)                
Title to Property. (A) The Company, the Operating Partnership, their respective subsidiaries and any joint
venture in which the Company, the Operating Partnership or any of their respective subsidiaries owns an interest (each, a “Related
Entity”), as the case may be, have good and marketable fee title or leasehold interest to the portfolio properties (the
“Portfolio Properties”) described in the Registration Statement, the General Disclosure Package and the Prospectus
as being owned or held as a lessee, as the case may be, by them, and good title to all other properties owned by them, in each
case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except
(1) as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or (2) those
which would not have a Material Adverse Effect; (B) each of the leases governing the Portfolio Properties is in full force
and effect, with such exceptions as would not result in a Material Adverse Effect, and none of the Company, the Operating Partnership,
any of their respective subsidiaries or any Related Entity or, to the knowledge of the Company or the Operating Partnership, any
lessee of any of the Portfolio Properties is in default under any of such leases and none of the Company, the Operating Partnership
or any of their respective subsidiaries knows of any event which, whether with or without the passage of time or the giving of
notice, or both, would constitute a default under any of such leases, except such defaults that would not result in a Material
Adverse Effect; and (C) neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation,
zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on,
or access to the Portfolio Properties, except in any case where such action or proceeding would not have a Material Adverse Effect.


 


(u)              
Title Insurance. Title insurance in favor of the Company, the Operating Partnership, their respective subsidiaries
or any Related Entity has been obtained with respect to each Portfolio Property owned by any such entity in an amount at least
equal to (A) the cost of acquisition of such Portfolio Property or (B) the cost of construction of such Portfolio Property
(measured at the time of such construction), except where the failure to maintain such title insurance would not have a Material
Adverse Effect.


 


(v)              
Mortgages and Deeds of Trust. The mortgages and deeds of trust encumbering the Portfolio Properties and other
assets described in the Registration Statement, the General Disclosure Package and the Prospectus (A) are not convertible
(in the absence of foreclosure) into an equity interest in the property or asset described therein or in the Company, the Operating
Partnership, any of their respective subsidiaries or any Related Entity, (B) except as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus, are not cross-defaulted to any indebtedness other than indebtedness of the Company,
the Operating Partnership, any of their respective subsidiaries or any Related Entity and (C) are not cross-collateralized
to any property not owned by the Company, the Operating Partnership, any of the Subsidiaries or any Related Entity.


 






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(w)             
REIT Qualification. Commencing with its taxable year ended December 31, 2010, the Company has been, and
upon the sale of the Shares from time to time as contemplated by this Agreement or any Terms Agreement, the Company will continue
to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust
(a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the Company’s
present and proposed method of operation as described in the Registration Statement, the General Disclosure Package and the Prospectus
will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.


 


(x)              
Tax Treatment of Operating Partnership. Each of the Operating Partnership and any other Subsidiary that is
a partnership or a limited liability company has been properly classified either as a partnership or as an entity disregarded as
separate from its owner for federal income tax purposes from its formation or has made an election together with the Company to
be treated as a taxable REIT subsidiary of the Company.


 


(y)              
Investment Company Act. Neither the Company nor the Operating Partnership is required, or upon the issuance
and sale of the Shares as herein contemplated and the application of the Net Proceeds (as defined in Section 2(d)) therefrom
as described in the Registration Statement, the General Disclosure Package and the Prospectus will be required, to register as
an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(z)               
Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and
the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Company,
the Operating Partnership or any of their respective subsidiaries is in violation of any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health,
the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the
Company, the Operating Partnership and their respective subsidiaries have all permits, authorizations and approvals required under
any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the
knowledge of the Company or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands,
demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental
Law against the Company, the Operating Partnership or any of their respective subsidiaries and (D) there are no events or
circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or
proceeding by any private party or Governmental Entity, against or affecting the Company, the Operating Partnership or any of their
respective subsidiaries relating to Hazardous Materials on, in, under or originating from any Portfolio Property or any Environmental
Laws.


 


(aa)           
Registration Rights. There are no persons with registration rights or other similar rights to have any securities
registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933
Act pursuant to this Agreement or any Terms Agreement, other than those rights that have been disclosed in the Registration Statement,
the General Disclosure Package and the Prospectus and have been waived.


 






    	9



     

    

(bb)          
Accounting Controls and Disclosure Controls. The Company, the Operating Partnership and their respective subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed
in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets
is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement,
the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared
in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement,
the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there
has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)
and (2) 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.


 


The Company, the Operating Partnership and their respective subsidiaries
maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the
1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that
it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the
Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal
executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding
disclosure.


 


(cc)           
Well-Known Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the
time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form
of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only,
of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Shares in reliance on the exemption of Rule 163
of the 1933 Act Regulations, and (D) as of the execution and delivery of this Agreement and any Terms Agreement, the Company
is a “well-known seasoned issuer,” as defined in Rule 405 of the 1933 Act Regulations.


 


(dd)          
Ineligible Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the earliest
time after the original effectiveness of the Registration Statement that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Shares and (C) as of the execution and
delivery of this Agreement (with such time of execution and delivery being used as the determination date for purposes of this
clause (C)), the Company neither was nor is an “ineligible issuer,” as defined in Rule 405 of the 1933 Act
Regulations.


 


(ee)           
No Commissions. None of the Company, the Operating Partnership or any of their respective subsidiaries is
a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement or the Alternative
Sales Agreements) that would give rise to a valid claim against the Company, the Operating Partnership or any of their respective
subsidiaries or the Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale
of the Shares.


 






    	10



     

    

(ff)            
Actively-Traded Security. Except under circumstances where the Company has provided the Agent with the notice
required pursuant to Section 2(g) of this Agreement, the Common Stock is an “actively-traded security” exempted
from the requirements of Rule 101 of Regulation M under the 1934 Act by subsection (c)(1) of such rule.


 


(gg)           
Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any
of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to certifications.


 


(hh)          
Payment of Taxes. Each of the Company, the Operating Partnership and their respective subsidiaries has filed
all federal, state and local income and franchise tax returns required to be filed through the date hereof, except in any case
in which the failure to so file would not have a Material Adverse Effect, and has paid all taxes due thereon or otherwise due and
payable, except for any tax that is currently being contested in good faith and for which adequate reserves have been provided,
and no tax deficiency has been determined or threatened in writing to be determined adversely to any of the Company, the Operating
Partnership or any such subsidiary which has had a Material Adverse Effect.


 


(ii)              
Insurance. The Company, the Operating Partnership and their respective subsidiaries carry or are entitled
to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally
maintained by companies of established repute engaged in the same or similar business, and, to the knowledge of the Company and
the Operating Partnership, all such insurance is in full force and effect. The Company and the Operating Partnership have no reason
to believe that they or any of their respective subsidiaries will not be able (A) to renew its existing insurance coverage
as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct their respective businesses as now conducted and at a cost that would not result in a Material Adverse Effect. None
of the Company, the Operating Partnership or any of their respective subsidiaries has been denied any insurance coverage which
it has sought or for which it has applied.


 


(jj)              
Foreign Corrupt Practices Act. None of the Company, the Operating Partnership, their respective subsidiaries
or, to the knowledge of the Company or the Operating Partnership, any director, officer, agent, employee, affiliate or other person
acting on behalf of the Company, the Operating Partnership or any of their respective subsidiaries is aware of or has taken any
action, directly or indirectly, that would result in (A) a violation by such persons of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA, (B) a violation by such persons
of the Bribery Act 2010 of the United Kingdom (the “Bribery Act”), (C) the use by such persons of any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (D) the
direct or indirect unlawful payment by such persons to any foreign or domestic government official or employee from corporate funds
or (E) the making by such persons of a bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Company
and the Operating Partnership and, to their knowledge, their respective affiliates have conducted their businesses in compliance
with the FCPA and the Bribery Act and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith.


 






    	11



     

    

(kk)          
Money Laundering Laws. The operations of the Company, the Operating Partnership and their respective subsidiaries
are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
Governmental Entity (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before
any Governmental Entity involving the Company, the Operating Partnership or any of their respective subsidiaries with respect to
the Money Laundering Laws is pending or, to the knowledge of the Company or the Operating Partnership, threatened.


 


(ll)              
Sanctions Laws. None of the Company, the Operating Partnership or any of their respective subsidiaries or,
to the knowledge of the Company or the Operating Partnership, any director, officer, agent, employee, affiliate or person acting
on behalf of the Company and the Operating Partnership is currently subject to any sanctions administered by the U.S. Government,
including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security
Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”).
Neither the Company nor the Operating Partnership will directly or indirectly use the proceeds of the offering and sale of the
Shares, or lend, contribute or otherwise make available such proceeds to any of their respective subsidiaries, joint venture partner
or other person or entity, (A) for the purpose of financing the activities with any person, or in any country or territory,
that, at the time of such funding, is the subject of Sanctions or (B) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of
Sanctions.


 


Any certificate signed by any officer of the Company or an authorized
representative of the Operating Partnership and delivered to the Agent or to counsel for the Agent shall be deemed a representation
and warranty by such entity or person, as the case may be, to the Agent as to the matters covered thereby.


 


Section 2.                
Sale and Delivery of Shares.


 


(a)               
Subject to the terms and conditions set forth herein, the Company agrees to issue and sell through the Agent acting
as sales agent or directly to the Agent acting as principal from time to time, and the Agent agrees to use its commercially reasonable
efforts to sell as sales agent for the Company, the Shares. Sales of the Shares, if any, through the Agent acting as sales agent
or directly to the Agent acting as principal will be made by means of ordinary brokers’ transactions on the Principal Market
or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.


 


(b)              
The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any
trading day (other than a day on which the Principal Market is scheduled to close prior to its regular weekday closing time, each,
a “Trading Day”) that the Company has satisfied its obligations under Section 6 of this Agreement and that
the Company has instructed the Agent to make such sales. On any Trading Day, the Company may instruct the Agent by telephone (confirmed
promptly by email, which confirmation will be promptly acknowledged by the Agent) as to the maximum number of Shares to be sold
by the Agent on such day and the minimum price per Share at which such Shares may be sold (subject, in each case, to the limitations
specified in Sections 2(c) and (f)). Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable
efforts to sell as sales agent all of the Shares so designated by the Company. The Company and the Agent each acknowledge and agree
that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur
no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a
failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
law and regulations to sell such Shares as required by this Agreement, and (C) the Agent shall be under no obligation to purchase
Shares on a principal basis except as otherwise specifically agreed by the Agent and the Company pursuant to a Terms Agreement.
In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement
will control.


 






    	12



     

    

(c)               
Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent
shall not be obligated to use its commercially reasonable efforts to sell, any Shares (i) at a price lower than the minimum
price therefor authorized from time to time or (ii) in a number or with an aggregate gross sales price, together with all
sales of Shares under this Agreement and the Alternative Sales Agreements, in excess of the Maximum Amount or the number or gross
sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, any Terms Agreement
and any Alternative Sales Agreements, in each case, by the Company’s board of directors, or a duly authorized committee thereof,
or in a number in excess of the number of Shares approved for listing on the Principal Market, and in each case notified to the
Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly
by email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agent
is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall
not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of
such notice. Further, on any Trading Day, the Company shall sell Shares through only one of the Agent or an Alternative Agent.
The requirement that the Company sell Shares through only one of the Agent or an Alternative Agent on any Trading Day shall not
apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring
such securities for the accounts of such persons.


 


(d)              
The gross sales price of any Shares sold pursuant to this Agreement by the Agent acting as sales agent of the Company
shall be the market price prevailing at the time of sale for shares of the Common Stock sold by the Agent on the Principal Market
or otherwise, at prices relating to prevailing market prices or at negotiated prices. The compensation payable to the Agent for
sales of Shares with respect to which the Agent acts as sales agent shall be up to 2.0% of the gross sales price of the Shares
sold pursuant to this Agreement. The Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable
Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer
taxes or similar taxes or fees imposed by any Governmental Entity in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable
if any deduction referenced in the preceding sentence will be required with an itemization of such deductions. Notwithstanding
the foregoing, in the event the Company engages the Agent for a sale of Shares that would constitute a “distribution”,
within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation that
is customary for the Agent with respect to such transactions.


 


(e)               
If acting as sales agent hereunder, the Agent shall provide written confirmation to the Company following the close
of trading on the Principal Market each day in which Shares are sold under this Agreement setting forth the number of Shares sold
on such day, the aggregate gross sales proceeds of the Shares, the aggregate Net Proceeds to the Company and the aggregate compensation
payable by the Company to the Agent with respect to such sales.


 






    	13



     

    

(f)               
Under no circumstances shall the number or aggregate gross sales price, as the case may be, of Shares sold pursuant
to this Agreement, any Terms Agreement and any Alternative Sales Agreement exceed the Maximum Amount or the number or aggregate
gross sales price, as the case may be, of Shares of Common Stock (i) available for issuance under the Prospectus and the then
currently effective Registration Statement or (ii) authorized from time to time to be issued and sold under this Agreement,
any Terms Agreement or any Alternative Sales Agreement by the Company’s board of directors, or a duly authorized committee
thereof or approved for listing on the Principal Market, and in each case referred to in this clause (ii), and notified to
the Agent in writing. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent
be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors,
or a duly authorized committee thereof, and notified to the Agent in writing.


 


(g)               
If either party believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the
1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common
equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares,
it shall promptly notify the other party and sales of Shares under this Agreement and any Terms Agreement shall be suspended until
that or other exemptive provisions have been satisfied in the judgment of each party.


 


(h)              
Settlement for sales of Shares pursuant to this Section 2 will occur on the third business day that is also
a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and
the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for
settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such
Shares. Settlement for all Shares shall be effected by book-entry delivery of Shares to the Agent’s account at The Depository
Trust Company against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an
account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the
Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such
default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default.
If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered
by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate until such proceeds,
together with such interest, have been fully paid.


 


(i)                
Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the
offer or sale of any Shares and, by notice to the Agent given by telephone (confirmed by email), shall cancel any instructions
for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period
in which the Agent believes that the Company is, or could be deemed to be, in possession of material non-public information or
(ii) except as provided in Section 2(j) below, at any time from and including the date (each, an “Announcement
Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the
time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q
or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods,
as the case may be, covered by such Earnings Announcement.


 






    	14



     

    

(j)                
If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement
Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and
deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially
the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections,
similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance
reasonably satisfactory to the Agent, (ii) provide the Agent with the officers’ certificate, accountants’ letters
and opinions and letters of counsel called for by Sections 3(i), (j) and (k) hereof, respectively, (iii) afford
the Agent the opportunity to conduct a due diligence review in accordance with Section 3(n) hereof and (iv) file such
Earnings 8-K with the Commission, then the provisions of clause (ii) of Section 2(i) shall not be applicable for the
period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours
after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours
after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be.
For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’
letters and opinions and letters of counsel pursuant to this Section 2(j) shall not relieve the Company from any of its obligations
under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may
be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal
opinions and letters as provided in Section 3 hereof and (B) this Section 2(j) shall in no way affect or limit the
operation of the provisions of clause (i) of Section 2(i), which shall have independent application.


 


(k)              
At each Applicable Time, Settlement Date, Registration Statement Amendment Date, Company Periodic Report Date, Company
Earnings Report Date and Request Date, each of the Company and the Operating Partnership shall be deemed to have affirmed each
representation and warranty contained in this Agreement; provided, that if such date occurs during a Suspension Period,
the Company and the Operating Partnership shall not be deemed to have affirmed such representations and warranties until the next
of such dates after the end of the Suspension Period. Any obligation of the Agent to use its commercially reasonable efforts to
sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and
warranties of the Company and the Operating Partnership herein, to the performance by the Company and the Operating Partnership
of their respective obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6
of this Agreement.


 


Section 3.                
Covenants. The Company and the Operating Partnership, jointly and severally, agree with the Agent:


 


(a)               
During any period when the delivery of a prospectus is required in connection with the offering or sale of Shares
(whether physically or through compliance with Rule 153 or 172, or in lieu thereof, a notice referred to in Rule 173(a)
of the 1933 Act Regulations), (i) to make no further amendment or any supplement to the Registration Statement or the Prospectus
prior to any Settlement Date without first providing the Agent a reasonable opportunity to review and comment on such amendment
or supplement, and to advise the Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed, (ii) to file
promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) of the 1933 Act
Regulations, to file promptly all reports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, (iv) to advise the Agent, promptly
after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of the Prospectus or other prospectus in respect of the Shares, of any notice of objection of the Commission to the use
of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act
Regulations, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the
form of the Registration Statement or the Prospectus or for additional information, and (v) in the event of the issuance of
any such stop order or of any such order preventing or suspending the use of the Prospectus in respect of the Shares or suspending
any such qualification, to promptly use its commercially reasonable efforts to obtain the withdrawal of such order; and in the
event of any such order or issuance of a notice of objection, promptly to take such reasonable steps as may be necessary to permit
offers and sales of the Shares by the Agent, which may include, without limitation, amending the Registration Statement or filing
a new registration statement, at the Company’s expense (references herein to the Registration Statement shall include any
such amendment or new registration statement). The Company shall pay the required Commission filing fees relating to the Shares
within the time required by Rule 456(b)(1) of the 1933 Act Regulations without regard to the proviso therein and otherwise
in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation
of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration
Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).


 






    	15



     

    

(b)              
Promptly from time to time to take such action as the Agent may reasonably request to qualify the Shares for offering
and sale under the securities laws of such United States jurisdictions as the Agent may request and to comply with such laws so
as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the
sale of the Shares, provided that in connection therewith neither the Company nor the Operating Partnership shall be required
to qualify as a foreign entity, subject itself to taxation or to file a general consent to service of process in any jurisdiction;
and to promptly advise the Agent of the receipt by the Company or the Operating Partnership of any notification with respect to
the suspension of the qualification of the Shares for offer or sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.


 


(c)               
During any period when the delivery of a prospectus is required (whether physically or through compliance with Rule 153
or 172, or in lieu thereof, a notice referred to in Rule 173(a) of the 1933 Act Regulations) in connection with the offering
or sale of Shares, the Company will make available to the Agent, as soon as practicable after the execution of this Agreement,
and thereafter from time to time furnish to the Agent, copies of the most recent Prospectus in such quantities and at such locations
as the Agent may reasonably request for the purposes contemplated by the 1933 Act. During any period when the delivery of a prospectus
is required (whether physically or through compliance with Rules 153 or 172, or in lieu thereof, a notice referred to in Rule 173(a)
of the 1933 Act Regulations) in connection with the offering or sale of Shares, and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus
in order to comply with the 1933 Act or the 1934 Act, to notify the Agent and to file such document and to prepare and furnish
without charge to the Agent as many written and electronic copies as the Agent may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance.


 


(d)              
To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen
months after the effective date of the Registration Statement (as defined in Rule 158(c) of the 1933 Act Regulations), an
earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933
Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).


 


(e)               
To use the Net Proceeds received by it from the sale of the Shares pursuant to this Agreement and any Terms Agreement
in the manner specified in the General Disclosure Package.


 


(f)               
In connection with the offering and sale of the Shares, the Company will file with the Principal Market all documents
and notices, and make all certifications, required by the Principal Market of companies that have securities that are listed on
such Principal Market and will maintain such listing or shall be approved for listing on another national securities exchange.


 






    	16



     

    

(g)               
To not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, under the 1934 Act or otherwise, the stabilization or manipulation of the price of any securities
of the Company or the Operating Partnership to facilitate the sale or resale of the Shares.


 


(h)              
At each Applicable Time, each Settlement Date, each Registration Statement Amendment Date, each Company Earnings
Report Date, each Request Date, each Company Periodic Report Date and each date on which Shares are delivered to the Agent pursuant
to a Terms Agreement, the Company and the Operating Partnership shall be deemed to have affirmed each representation, warranty,
covenant and other agreement contained in this Agreement or any Terms Agreement; provided, that if such date occurs during
a Suspension Period, the Company and the Operating Partnership shall not be deemed to have affirmed such representations and warranties
until the next of such dates after the end of the Suspension Period. In each Annual Report on Form 10-K or Quarterly Report
on Form 10-Q filed by the Company in respect of any quarter in which sales of Shares were made by or through the Agent under
this Agreement or any Terms Agreement or by or through an Alternative Agent under an Alternative Sales Agreement (each date on
which any such document is filed, and any date on which an amendment to any such document is filed, a “Company Periodic
Report Date”), or, to the extent required by applicable law and Commission interpretations thereof, in prospectus supplements
to be filed by the Company from time to time, the Company shall set forth with regard to such quarter or such shorter period determined
by the Company, as the case may be, the number or aggregate gross sales price, as the case may be, of Shares sold through the Agent
under this Agreement or any Terms Agreement or by or through an Alternative Agent under an Alternative Sales Agreement, the Net
Proceeds received by the Company and the compensation paid by the Company to the Agent or Alternative Agent with respect to sales
of Shares pursuant to this Agreement, any Terms Agreement or an Alternative Sales Agreement.


 


(i)                
On or prior to the date that the Shares are first offered pursuant to the terms of this Agreement and each time Shares
are delivered to the Agent as principal on a Settlement Date and promptly, and in no more than five (5) Trading Days, after
(i) each date the Registration Statement or the Prospectus shall be amended or supplemented (other than (1) by an amendment
or supplement providing solely for the determination of the terms of the Shares, (2) in connection with the filing of a prospectus
supplement that contains solely the information set forth in Section 3(h), (3) in connection with the filing of any Current
Reports on Form 8-K (other than an Earnings 8-K and any other Current Reports on Form 8-K which contain capsule financial
information, financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K
under Item 2.02 of such form that is considered “filed” under the 1934 Act, unless, in any case, the Company has
provided advance notice to the Agent of the filing of such Form 8-K and the Agent has waived the requirements of this Section 3(i)
and Sections 3(j) and (k)) or (4) by a prospectus supplement relating to the offering of other securities (including,
without limitation, other shares of Common Stock)) (each such date, a “Registration Statement Amendment Date”)
and (ii) each date on which an Earnings 8-K shall be filed with the Commission as contemplated by Section 2(j) hereof
(a “Company Earnings Report Date”) and (iii) each Company Periodic Report Date, and (iv) promptly
after each reasonable request by the Agent (each date of any such request by the Agent, a “Request Date”) (each
of the date that the Shares are first offered pursuant to the terms of this Agreement, each such Settlement Date where the Agent
is acting as principal and each Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date
and Request Date is hereinafter called a “Representation Date”), the Company and the Operating Partnership will
furnish or cause to be furnished to the Agent (with a copy to counsel to the Agent) a certificate dated the date of delivery thereof
to the Agent (or, in the case of an amendment or supplement to the Registration Statement or the Prospectus (including, without
limitation, by the filing of any document under the 1934 Act that is incorporated by reference therein), the date of the effectiveness
of such amendment to the Registration Statement or the date of filing with the Commission of such supplement or incorporated document,
as the case may be), in form and substance reasonably satisfactory to the Agent and its counsel, to the effect that the statements
contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Agent are true
and correct as of the date of such certificate as though made at and as of the date of such certificate (except that such statements
shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented
to the date of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to
in Section 6(f), but modified as necessary to relate to the Registration Statement, the General Disclosure Package and the
Prospectus as amended and supplemented to the date of such certificate; provided, however, that the delivery requirements
of this Section 3(i) shall not be in effect during a Suspension Period. As used in this paragraph, to the extent there shall
be an Applicable Time on or following the applicable Representation Date, “promptly” shall be deemed to be on or prior
to the next succeeding Applicable Time.


 






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(j)                
On or prior to the date that the Shares are first offered pursuant to the terms of this Agreement and each time Shares
are delivered to the Agent as principal on a Settlement Date and promptly, and in no more than five (5) Trading Days, after
each other Representation Date, the Company will furnish or cause to be furnished to the Agent (with a copy to counsel to the Agent)
the written opinion and letter of each counsel to the Company (who shall be reasonably acceptable to the Agent), dated the date
of delivery thereof to the Agent (or, in the case of an amendment or supplement to the Registration Statement or the Prospectus
(including, without limitation, by the filing of any document under the 1934 Act that is incorporated by reference therein), the
date of the effectiveness of such amendment to the Registration Statement or the date of filing with the Commission of such supplement
or incorporated document, as the case may be), in form and substance reasonably satisfactory to the Agent and its counsel, of the
same tenor as the opinions and letters referred to in Sections 6(c) and (d) of this Agreement, but modified as necessary to
relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the date
of such opinion and letter or, in lieu of any such opinion and letter, counsel last furnishing such opinion and letter to the Agent
shall furnish the Agent (with a copy to counsel for the Agent) with a letter substantially to the effect that the Agent may rely
on such counsel’s last opinion and letter to the same extent as though each were dated the date of such letter authorizing
reliance (except that statements in such last opinion and letter shall be deemed to relate to the Registration Statement, the General
Disclosure Package and the Prospectus as amended and supplemented to the date of such letter authorizing reliance); provided,
however, that the delivery requirements of this Section 3(j) shall not be in effect during a Suspension Period. As
used in this paragraph, to the extent there shall be an Applicable Time on or following the applicable Representation Date, “promptly”
shall be deemed to be on or prior to the next succeeding Applicable Time.


 


(k)              
On or prior to the date that the Shares are first offered pursuant to the terms of this Agreement and each time Shares
are delivered to the Agent as principal on a Settlement Date and promptly, and in no more than five (5) Trading Days, after
each other Representation Date, the Company will cause each of Ernst & Young LLP and PKF LLP, or other independent accountants
reasonably satisfactory to the Agent, to furnish to the Agent a letter, dated the date of effectiveness of such amendment or the
date of filing of such supplement or other document with the Commission, as the case may be, in form reasonably satisfactory to
the Agent and its counsel, of the same tenor as the letter(s) referred to in Section 6(e) hereof, but modified as necessary
to relate to the Registration Statement, the General Disclosure Package and the Prospectus, as amended and supplemented, or to
the document incorporated by reference into the Prospectus, to the date of such letter; provided, however, that the
delivery requirements of this Section 3(k) shall not be in effect during a Suspension Period. As used in this paragraph, to
the extent there shall be an Applicable Time on or following the applicable Representation Date, “promptly” shall be
deemed to be on or prior to the next succeeding Applicable Time.


 






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(l)                
The Company consents to the Agent trading in the Common Stock for the Agent’s own account and for the account
of its clients at the same time as sales of Shares occur pursuant to this Agreement or any Terms Agreement.


 


(m)            
If, to the knowledge of the Company, all filings required by Rule 424 in connection with this offering shall
not have been made or the representations contained in Section 1(a) shall not be true and correct on the applicable Settlement
Date, the Company will offer to any person who has agreed to purchase Shares from the Company as the result of an offer to purchase
solicited by the Agent the right to refuse to purchase and pay for such Shares.


 


(n)              
The Company and the Operating Partnership will cooperate timely with any reasonable due diligence review conducted
by the Agent or its counsel from time to time in connection with the transactions contemplated hereby or in any Terms Agreement,
including, without limitation, and upon reasonable notice providing information and making available documents and appropriate
officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.


 


(o)              
Other than during a Suspension Period, neither the Company nor the Operating Partnership will, without (i) giving
the Agent at least one business days’ prior written notice specifying the nature of the proposed sale and the date of such
proposed sale and (ii) the Agent suspending activity under this program for such period of time as requested by the Company
or as deemed appropriate by the Agent in light of the proposed sale, (A) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities
convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the
1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 of the 1933 Act Regulations,
a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any
swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence
of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common
Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock
or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be offered and
sold through the Agent pursuant to this Agreement or any Terms Agreement or to any Alternative Agent under any Alternative Sales
Agreement, (ii) Common Stock issued pursuant to the Company’s dividend reinvestment plan, stock purchase plans or employee
compensation plans, as the same may be amended or replaced from time to time, (iii) equity incentive awards approved by the
board of directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereof,
(iv) warrants offered or issued in exchange for outstanding warrants or Common Stock offered or issued upon exercise or exchange
of any such warrants, or (v) sales or offers of shares of Common Stock or securities exchangeable for or convertible into
shares of Common Stock in private placement transactions to sellers relating to acquisition of real property or interests therein,
including mortgage or leasehold interests, or in conjunction with any joint venture transaction, made to any seller of such real
property or such joint venture interest (and the filing of any prospectus supplement related to the resale of such shares of Common
Stock as may be required by such seller).


 






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(p)              
If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective
date of the Registration Statement, any of the Shares remain unsold, the Company will, prior to the Renewal Deadline file, if it
has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form
satisfactory to the Agent. If the Company is no longer eligible to file an automatic shelf registration statement, the Company
will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Shares,
in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective
within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance
and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein
to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement,
as the case may be.


 


(q)              
The Company will use its best efforts to continue to meet the requirements for qualification as a REIT under the
Code for each of its taxable years for so long as its board of directors deems it in the best interests of the Company to remain
so qualified.


 


(r)                
The Company may notify the Agent by telephone (confirmed promptly by e-mail), or by such other method as the Company
and the Agent shall mutually agree in writing, at any time until 5:00 p.m., New York City time, on the second business day
preceding any Representation Date that it does not intend to sell Shares under this Agreement for the period commencing on such
Representation Date and continuing until the second Trading Day after the earlier of (i) the date the Company instructs the
Agent to sell Shares under this Agreement and (ii) the date the Company notifies the Agent that it is revoking its prior notice
to the Agent that it does not intend to sell Shares under this Agreement (a “Suspension Period”). If the Company
shall have provided such notice, the requirements to provide certificates pursuant to Section 3(i) hereunder, legal opinions
pursuant to Section 3(j) hereunder, and letters from independent accountants pursuant to Section 3(k) hereunder shall
be waived during such Suspension Period. Notwithstanding the foregoing, during a Suspension Period or subsequent to the completion
of a Suspension Period, as applicable, the Agent shall not be obligated to sell any Shares pursuant to the Company’s instruction
until all documents required by each such applicable Section of this Agreement shall have been provided to the Agent and the Company
shall have provided the Agent with customary due diligence update.


 


Section 4.                
Free Writing Prospectus.


 


(a)               
(i) The Company represents and agrees that, without the prior consent of the Agent, it has not made and will not
make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405
of the 1933 Act Regulations; and


 


(ii)              
the Agent represents and agrees that, without the prior consent of the Company it has not made and will not make
any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission.


 


(b)              
The Company has complied and will comply with the requirements of Rule 433 of the 1933 Act Regulations applicable
to any Issuer Free Writing Prospectus (including any free writing prospectus identified in Section 4(a) hereof), including
timely filing with the Commission or retention where required and legending.


 






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Section 5.                
Payment of Expenses.


 


The Company and the Operating Partnership, jointly and severally,
covenant and agree with the Agent that they will pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other
expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus
Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivery
of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement and any Terms Agreement, any Blue Sky
and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements
of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any
required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the
Shares on the Principal Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent
or registrar or any dividend distribution agent; and (viii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this Section; and (ix) if Shares having an aggregate
offering price of $25,000,000 or more have not been offered and sold under this Agreement and/or the Alternative Sales Agreements
by September 19, 2016 (or such earlier date at which the Company terminates this Agreement) (the “Determination Date”),
the Company shall reimburse the Agent and the Alternative Agents for all reasonable out-of-pocket expenses, including the reasonable
fees and disbursements of counsel incurred by the Agent and the Alternative Agents in connection with the transactions contemplated
by this Agreement and each of the Alternative Sales Agreements (the “Expenses”); provided, however, that the
Expenses shall not exceed an aggregate under this Agreement and each of the Alternative Sales Agreements of $150,000. Any Expenses
shall be due and payable by the Company within five (5) business days of the Determination Date. It is understood, however,
that, except as provided in this Section, and Section 7 hereof, the Agent will pay all of its own costs and expenses, including
the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers
it may make. The Agents shall be solely responsible for allocating any reimbursement received pursuant to this subsection among
themselves.


 


Section 6.                
Conditions of Agent’s Obligation. The obligations of the Agent hereunder shall be subject, in its discretion,
to the condition that all representations and warranties and other statements of the Company and the Operating Partnership herein
or in certificates of any officer of the Company or authorized representative of the Operating Partnership delivered pursuant
to the provisions hereof are true and correct as of the time of the execution of this Agreement, the date of any executed Terms
Agreement and as of each Representation Date, Applicable Time and Settlement Date, to the condition that the Company and the Operating
Partnership shall have performed all of their respective obligations hereunder theretofore to be performed, and the following
additional conditions:


 


(a)               
The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) of the 1933 Act
Regulations on or prior to the date hereof and in accordance with Section 3(a) hereof, any other material required to be filed
by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been filed with the Commission within the applicable
time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission
and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations shall have been received; no stop order suspending or preventing
the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and
all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction
of the Agent.


 






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(b)              
On every date specified in Section 3(j) hereof (including, without limitation, on every Request Date), Sidley
Austin LLP, counsel for the Agent, shall have furnished to the Agent such written opinion or opinions, dated as of such date, with
respect to such matters as the Agent may reasonably request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters. In giving their opinion, Sidley Austin LLP may rely as to
matters involving the laws of the State of Maryland upon the opinion of Venable LLP or such other counsel reasonably satisfactory
to the Agent.


 


(c)               
On every date specified in Section 3(j) hereof (including, without limitation, on every Request Date), Clifford
Chance US LLP, counsel for the Company, shall have furnished to the Agent written opinion(s) and letter(s), dated as of such date,
in form and substance satisfactory to the Agent.


 


(d)              
On every date specified in Section 3(j) hereof (including, without limitation, on every Request Date), Venable
LLP, as Maryland counsel for the Company, shall have furnished to the Agent written opinion or opinions, dated as of such date,
in form and substance satisfactory to the Agent.


 


(e)               
At the dates specified in Section 3(k) hereof (including, without limitation, on every Request Date), each of
the independent accountants who have certified the financial statements included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus shall have furnished to the Agent a letter or letters dated as of
the date of delivery thereof and addressed to the Agent in form and substance reasonably satisfactory to the Agent and its counsel,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements included or incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus.


 


(f)               
(i) On or prior to the date that the Shares are first offered pursuant to the terms of this Agreement and on such
other dates as reasonably requested by the Agent, the Company will furnish or cause to be furnished promptly to the Agent a certificate
of an executive officer in a form satisfactory to the Agent stating the minimum gross sales price per share for the sale of such
Shares pursuant to this Agreement and the maximum number of Shares that may be issued and sold pursuant to this Agreement or, alternatively,
the maximum gross proceeds from such sales, as authorized from time to time by the Company’s board of directors or a duly
authorized committee thereof, and the number of Shares that have been approved for listing on the Principal Market or, in connection
with any amendment, revision or modification of such minimum price or maximum Share number or amount, a new certificate with respect
thereto and (ii) on each date specified in Section 3(i) (including, without limitation, on every Request Date), the Agent
shall have received a certificate of executive officers of the Company and the Operating Partnership, one of whom shall be the
Chief Executive Officer, Executive Chairman, Chief Financial Officer, Chief Accounting Officer, Treasurer, or Executive Vice President
in the area of capital markets and investments, dated as of the date thereof, to the effect that (A) there has been no Material
Adverse Effect since the date as of which information is given in the Prospectus as then amended or supplemented, (B) the
representations and warranties of the Company and the Operating Partnership contained herein are true and correct as of such date
and (C) the Company and the Operating Partnership have complied with all of the agreements entered into in connection with
the transactions contemplated herein and in any Terms Agreement and satisfied all conditions on their part to be performed or satisfied.


 


(g)               
Since the date of the latest audited financial statements then included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, no Material Adverse Effect shall have occurred.


 


(h)              
The Company shall have complied with the provisions of Section 3(c) hereof with respect to the timely furnishing
of prospectuses.


 






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(i)                
On such dates as reasonably requested by the Agent, the Company shall have conducted due diligence sessions, in form
and substance reasonably satisfactory to the Agent.


 


(j)                
All filings with the Commission required by Rule 424 of the 1933 Act Regulations to have been filed by each
Applicable Time or related Settlement Date shall have been made within the applicable time period prescribed for such filing by
Rule 424 (without reliance on Rule 424(b)(8)). The Company shall have paid the required Commission filing fees relating
to the Shares within the time required by Rule 456(b)(1) of the 1933 Act Regulations without regard to the proviso therein
and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).


 


(k)              
The Shares shall have received approval for listing on the Principal Market prior to the first Settlement Date.


 


(l)                
Counsel for the Agent shall have been furnished with such documents and opinions as they may reasonably require in
order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained
herein or in any applicable Terms Agreement; and all proceedings taken by the Company in connection with the issuance and sale
of the Shares as contemplated herein or in any applicable Terms Agreement and in connection with the other transactions contemplated
by this Agreement or any such Terms Agreement shall be reasonably satisfactory in form and substance to the Agent and counsel for
the Agent.


 


Section 7.                
Indemnification.


 


(a)               
The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Agent
against any losses, claims, damages or liabilities, joint or several, to which the Agent may become subject, under the 1933 Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus,
the Prospectus Supplement or the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or any
“issuer information” filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations, or arise
out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of the Basic Prospectus, Prospectus Supplement or the Prospectus in light of the circumstances
under which they are made), not misleading, and will reimburse the Agent for any legal or other expenses reasonably incurred by
the Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that neither the Company nor the Operating Partnership shall be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus, or any
amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information
furnished to the Company or the Operating Partnership by or on behalf of the Agent expressly for use therein.


 






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(b)              
The Agent will: indemnify and hold harmless the Company and the Operating Partnership against any losses, claims,
damages or liabilities to which they may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus, or
any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case
of the Basic Prospectus, the Prospectus Supplement or the Prospectus in light of the circumstances under which they are made),
not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus,
or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written
information furnished to the Company by the Agent expressly for use therein; and will reimburse the Company and the Operating Partnership
for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim
as such expenses are incurred.


 


(c)               
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection except
and then only to the extent such indemnifying party is materially prejudiced thereby. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under
this Section 7 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable out-of-pocket costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party (not to be unreasonably withheld or delayed), effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.


 


(d)              
If the indemnification provided for in this Section 7 is unavailable to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Operating Partnership on the one hand and the Agent on the other from the offering
of the Shares to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and the Operating Partnership on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Operating
Partnership on the one hand and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Company bear to the total commissions received by the Agent. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Operating Partnership
on the one hand or the Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, the Operating Partnership and the Agent agree that it would not
be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (d), the Agent shall not be required to contribute any amount in excess of the amount by which the total
price at which the Shares sold by it to the public were offered to the public exceeds the amount of any damages which the Agent
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 






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(e)               
The obligations of the Company and the Operating Partnership under this Section 7 shall be in addition to any
liability which the Company and the Operating Partnership may otherwise have and shall extend, upon the same terms and conditions,
to the directors and officers of the Agent and to each person, if any, who controls the Agent within the meaning of the 1933 Act
and each broker-dealer affiliate of the Agent; and the obligations of the Agent under this Section 7 shall be in addition
to any liability which the Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company or the Operating Partnership within the meaning of the 1933
Act.


 


Section 8.                
Representations, Warranties and Agreements to Survive Delivery. The respective indemnities, agreements, representations,
warranties and other statements of the Company, the Operating Partnership and the Agent, as set forth in this Agreement or made
by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of the Agent or any controlling person of the Agent, or the
Company or the Operating Partnership, or any officer or director of the Company or controlling person of the Company or the Operating
Partnership, and shall survive delivery of and payment for the Shares.


 


Section 9.                
No Advisory or Fiduciary Relationship. The Company and the Operating Partnership each acknowledges and agrees
that (i) the Agent is acting solely in the capacity of an arm’s length contractual counterparty to the Company and
the Operating Partnership with respect to the offering of Shares contemplated hereby (including in connection with determining
the terms of such offering) and (ii) the Agent has not assumed an advisory or fiduciary responsibility in favor of the Company
or the Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of
whether the Agent has advised or is currently advising the Company or the Operating Partnership on other matters) or any other
obligation to the Company or the Operating Partnership except the obligations expressly set forth in this Agreement and (iii) the
Company and the Operating Partnership have consulted their own legal and financial advisors to the extent they deemed appropriate.
The Company and the Operating Partnership each agrees that it will not claim that the Agent has rendered advisory services of
any nature or respect, or owes a fiduciary or similar duty to the Company or the Operating Partnership, in connection with such
transaction or the process leading thereto.


 






    	25



     

    

Section 10.            
Termination.


 


(a)               
The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement
in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that
(i) with respect to any pending sale through the Agent for the Company or with respect to any pending sale to the Agent pursuant
to a Term Agreement or any offering or resale of any Shares purchased or to be purchased by the Agent pursuant to a Terms Agreement,
the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding
such termination; and (ii) the provisions of Section 1, Section 5, Section 7 and Section 8 of this Agreement
shall remain in full force and effect notwithstanding such termination.


 


(b)              
The Agent shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in
its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the
provisions of Section 1, Section 5, Section 7 and Section 8 of this Agreement shall remain in full force and
effect notwithstanding such termination.


 


(c)               
This Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or
(b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant
to this clause (c) shall in all cases be deemed to provide that Section 1, Section 5, Section 7 and Section 8
of this Agreement shall remain in full force and effect.


 


(d)              
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or
the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale
shall settle in accordance with the provisions of Section 2(h) hereof.


 


(e)               
In the case of any purchase by the Agent pursuant to a Terms Agreement, the Agent may terminate this Agreement at
any time at or prior to the Settlement Date (i) if there has been, in the judgment of the Agent, since the time of execution
of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure
Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof
or other calamity or crisis or any change or development involving a prospective change in national or international political,
financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable
or inadvisable to market the Shares or to enforce contracts for the sale of Shares, or (iii) if trading in any securities
of the Company has been suspended or materially limited by the Commission or the Principal Market, or if trading generally on the
New York Stock Exchange, the NYSE Amex Equities or the Nasdaq Stock Market has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, FINRA or any other Governmental Entity, or (iv) a material disruption has occurred
in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium
has been declared by either federal or New York authorities.


 






    	26



     

    

Section 11.            
Notices. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Agent
shall be delivered or sent by mail, telex, facsimile transmission or electronic mail to:


 


Canaccord Genuity Inc.

99 High Street, 12th Floor

Boston, Massachusetts 02110

Facsimile: (617) 788-1553


Attention: U.S. ECM / General Counsel


 


and if to the Company or the Operating Partnership to:


 


Retail Opportunity Investments Corp.

8905 Towne Centre Drive, Suite 108

San Diego, California 92122

Facsimile: (858) 408-3668

Attention: Stuart A. Tanz and Michael B. Haines


 


Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.


 


Section 12.            
Parties. This Agreement shall be binding upon, and inure solely to the benefit of, the Agent, the Company and
the Operating Partnership and, to the extent provided in Sections 7 and 8 hereof, the officers and directors of the Company
and the Agent and each person who controls the Company, the Operating Partnership or the Agent, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.
No purchaser of Shares through the Agent shall be deemed a successor or assign by reason merely of such purchase.


 


Section 13.            
Time of the Essence. Time shall be of the essence of this Agreement. As used herein, the term “business
day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.


 


Section 14.            
Submission to Jurisdiction; Waiver of Jury Trial. No proceeding related to this Agreement or any Terms Agreement
or any transactions contemplated hereby or thereby may be commenced, prosecuted or continued in any court other than the courts
of the State of New York located in the City and County of New York or in the United States District Court for the Southern District
of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership
each consents to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership
each waives all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out
of or relating to this Agreement or any Terms Agreement. The Company and the Operating Partnership each agrees that a final judgment
in any such proceeding brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts
to whose jurisdiction it is or may be subject, by suit upon such judgment.


 


Section 15.            
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW.


 


Section 16.            
Counterparts. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto
and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument. This Agreement and any Terms Agreement may be delivered by any party by
facsimile or other electronic transmission.


 






    	27



     

    

Section 17.            
Severability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement or
any Terms Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof or thereof,
as the case may be. If any Section, paragraph or provision of this Agreement or any Terms Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary
to make it valid and enforceable.


 


If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the Agent, the Company and the Operating Partnership in accordance
with its terms.


 


[Signature page follows]


 


 


 


 


 


 


 






    	28



     

    

 





	 	 	RETAIL OPPORTUNITY INVESTMENTS CORP.
	 	 	 
	 	 	 
	 	 	By:  	/s/ Michael B. Haines
	 	 	 	Name: Michael B. Haines
	 	 	 	Title: Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
	 	 	 
	 	 	 	By:  	Retail Opportunity Investments GP, LLC,
	 	 	 	 	its general partner
	 	 	 
	 	 	By:	/s/ Michael B. Haines
	 	 	 	Name: Michael B. Haines
	 	 	 	Title: Chief Financial Officer
	 	 	 









 


 


 


 





[Signature Page to Sales Agreement]














     


     

    

 





	Accepted as of the date hereof:	 	 
	 	 	 
	CANACCORD GENUITY INC.	 	 
	 	 	 
	 	 	 
	By:  	/s/  Peter Dippolito	 	 
	 	Name: Peter Dippolito	 	 
	 	Title: Principal	 	 
	 	 	 











 


 


 


 


 


 


[Signature Page to Sales Agreement]






     


     

    

 


SCHEDULE 1



SIGNIFICANT SUBSIDIARIES


 


Retail Opportunity Investments Partnership, LP


Retail Opportunity Investments GP, LLC


ROIC Washington, LLC


ROIC Oregon, LLC


ROIC California, LLC


ROIC Crossroads GP, LLC


ROIC Crossroads LP, LLC


Terranomics Crossroads Associates, LP


 


 


 


 


 


 





Sched. 1-1











     


     

    

Retail Opportunity Investments Corp.


Common Stock


($0.0001 par value per share)


 


TERMS AGREEMENT


 


Canaccord Genuity Inc.

535 Madison Avenue, 2nd Floor

New York, New York 10022


 


Ladies and Gentlemen:


 


Retail Opportunity Investments Corp., a Maryland corporation (the
“Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated May
23, 2016 (the “Sales Agreement”), among the Company, Retail Opportunity Investments Partnership, LP (the “Operating
Partnership”) and Canaccord Genuity Inc. (the “Agent”), to issue and sell to the Agent the securities
specified in the Schedule hereto (the “Purchased Securities”). Capitalized terms used herein and not defined
have the respective meanings ascribed thereto in the Sales Agreement.


 


Each of the provisions of the Sales Agreement not specifically related
to the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference
in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth
in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement and the Applicable Time, except that each representation and warranty in Section 1 of the Sales
Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of
the date of the Sales Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms
Agreement and the Settlement Date in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities.


 


An amendment to the Registration Statement (as defined in the Sales
Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore
delivered to the Agent is now proposed to be filed with the Securities and Exchange Commission.


 


Subject to the terms and conditions set forth herein and in the Sales
Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to
purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set
forth in the Schedule hereto.


 


If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the Agent, the Company and the Operating Partnership in accordance
with its terms.


 


THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


 






     


     

    

 





	 	 	RETAIL OPPORTUNITY INVESTMENTS CORP.
	 	 	 
	 	 	 
	 	 	By:  	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	RETAIL OPPORTUNITY INVESTMENTS 

PARTNERSHIP, LP
	 	 	 
	 	 	 	By:  	Retail Opportunity Investments GP, LLC,
	 	 	 	 	its general partner
	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 


 


 


 


 


 





[Signature Page to Terms Agreement]











     


     

    







 


 


	Accepted as of the date hereof:	 	 
	 	 	 
	CANACCORD GENUITY INC.	 	 
	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 


 





 


 




 


 


 


 


 





[Signature Page to Terms Agreement]