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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 1, 2018, Retail Opportunity Investments Corp. (the
“Company”) and Retail Opportunity Investments Partnership, LP, the Company’s operating partnership, entered into
five separate sales agreements (the “Sales Agreements”) with each of Capital One Securities, Inc., Jefferies LLC (“Jefferies”),
KeyBanc Capital Markets Inc. (“KeyBanc”), Raymond James & Associates, Inc. (“Raymond James”), and Robert
W. Baird & Co. Incorporated (“Baird”) (each, individually, an “Agent” and collectively, the “Agents”)
pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share,
having an aggregate offering price of up to $250,000,000 (the “Shares”), through the Agents either as agents or principals.
In addition, on April 30, 2018, the Company terminated sales agreements with Jefferies, KeyBanc and Raymond James, dated as of
September 19, 2014, and with Baird, dated as of May 23, 2016, which the Company entered into in
connection with its prior “at the market” offering.
Subject to the terms and conditions of the Sales Agreements, the
Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, the Shares. The sales, if any, of
the Shares made under the Sales Agreements will be made by means of ordinary brokers’ transactions or otherwise at market
prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Under the terms of
the Sales Agreements, the Company may also sell Shares to an Agent as principal for its own account at a price agreed upon at the
time of such sale. If the Company sells Shares to an Agent as principal, it will enter into a separate terms agreement with the
Agent, and it will describe this agreement in a separate prospectus supplement or pricing supplement. Actual sales will depend
on a variety of factors to be determined by the Company from time to time.
The Company intends to use the net proceeds from the offering
for working capital and general corporate purposes, including future acquisitions and the repayment and refinancing of debt. Each
Sales Agreement provides that the applicable Agent will be entitled to compensation for its services of up to 2.0% of the gross
sales price of all Shares sold through it as Agent under the applicable Sales Agreement. The Company has no obligation to sell
any of the Shares under the Sales Agreements, and may at any time suspend solicitation and offers under the Sales Agreements.
The Shares will be issued pursuant to the Company’s shelf
registration statement on Form S-3 (Registration Nos. 333-211521, 333-211521-01). The Company filed a prospectus
supplement (the “Prospectus Supplement”), dated May 1, 2018, with the Securities and Exchange Commission
in connection with the offer and sale of the Shares.
The Sales Agreements contain customary representations, warranties,
and agreements of the Company and the Agents, indemnification rights and obligations of the parties and termination provisions.
Copies of the Sales Agreements are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K, and
the descriptions of the material terms of the Sales Agreements in this Item 1.01 are qualified in their entirety by reference
to such Exhibits, which are incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.