Material Agreement Form 8 K

On November 6, 2024, Retail Opportunity Investments Corp., a Maryland corporation (the " "), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the " "), Montana Purchaser LLC, a Delaware limited liability company (" "), Mountain Purchaser LLC, a Delaware limited liability company (" "), Big Sky Purchaser LLC, a Delaware limited liability company (" " and, together with Buyer 1 and Buyer 2, collectively, " "), Montana Merger Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (" "), and Montana Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Merger Sub I (" " and, together with Merger Sub I and Parent, the " "), entered into an Agreement and Plan of Merg pitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

Upon the terms and subject to the conditions of the Merger Agreement, at the closing of the Mergers (the " "), (i) Merger Sub II will merge with and into the Partnership, with the Partnership being the surviving limited partnership (the " "), and (ii) immediately following the consummation of the Partnership Merger, Merger Sub I will merge with and into the Company, with the Company surviving such merger as the surviving corporation and as a wholly-owned subsidiary of Parent (the " " and together with the Partnership Merger, the " "). The board of directors of the Company (the " ") has declared the Company Merger advisable, recommended approval of the Company Merger to the Company's stockholders, and approved the Merger Agreement, the Mergers and the other transactions contemplated thereby. Parent, Merger Sub I and Merger Sub II are affiliates of Blackstone Real Estate Partners X L.P. (the " "), which is an affiliate of Blackstone Inc. (" ").

Merger Consideration

Pursuant to the terms and subject to the conditions in the Merger Agreement, at the effective time of the Company Merger (the " "), each share of common stock, $0.0001 par value per share, of the Company (" ") that is issued and outstanding immediately prior to the Company Merger Effective Time will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $17.50 (the " "), without interest.

Notwithstanding the foregoing, each share of Company Common Stock held immediately prior to the Company Merger Effective Time by the Company, the Partnership, and each of their respective subsidiaries, or by Parent, Merger Sub I or Merger Sub II, if any, will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no payment will be made in respect thereof nor will any right inure or be made with respect thereto in connection with or as a consequence of the Company Merger.

Company Restricted Stock Awards

Pursuant to the terms and conditions of the Merger Agreement, effective as of immediately prior to the Company Merger Effective Time, each award of restricted Company Common Stock (each, a " ") that is outstanding as of immediately prior to the Company Merger Effective Time, will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to the Company Restricted Stock Award immediately prior to the Company Merger Effective Time by (ii) the Common Stock Merger Consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such Company Restricted Stock Award deemed satisfied at maximum performance).

Operating Partnership

Pursuant to the terms and subject to the conditions in the Merger Agreement, at the effective time of the Partnership Merger (the " "), each OP Unit of the Partnership (" ") that is issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, without interest (the " "), or in lieu of receiving the Partnership Unit Merger Consideration, each qualifying holder of a Partnership Unit may elect to retain such Partnership Unit as an OP Unit in the Surviving Partnership.

Notwithstanding the foregoing, each Partnership Unit held by the Company or any wholly-owned subsidiary of the Company immediately prior to the Partnership Merger Effective Time will be unaffected by the Partnership Merger and will remain outstanding as a Partnership Unit of the Surviving Partnership. In addition, each Partnership Unit held immediately prior to the Partnership Merger Effective Time by Parent, Merger Sub I, Merger Sub II or any of their respective wholly-owned subsidiaries, if any, will automatically be cancelled and will cease to exist, and no payment will be delivered in exchange therefor.

Partnership LTIP Units

Pursuant to the terms and conditions of the Merger Agreement, as of immediately prior to the Partnership Merger Effective Time each LTIP Unit (as defined in the Partnership LPA) that has vested in accordance with the terms of the relevant Vesting Agreement (as defined in the Partnership LPA) and the Merger Agreement (with any time vesting conditions deemed fully satisfied and performance goals applicable to such Partnership LTIP Units deemed satisfied at maximum performance) (each, a " ") will be converted into a number of Partnership Units in accordance with the applicable terms of the Partnership LPA and the applicable Vesting Agreement. The Partnership Units issued in respect of the Vested LTIP Units will be treated as Partnership Units for purposes of the Merger Agreement.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the Closing. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by the Parent Parties.

Closing Conditions

The consummation of the Mergers is subject to certain customary closing conditions, including, among others, (i) approval of the Company Merger and the Merger Agreement by the affirmative vote of the holders of Company Common Stock entitled to cast a majority of votes entitled to be cast on the Company Merger (the " "), (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Mergers, and (iii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The Merger Agreement requires the Company to convene a stockholders' meeting for the purpose of obtaining the Required Company Stockholder Approval.

Prohibitions on Solicitations of Transactions

The Company has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal or Inquiry (each as defined in the Merger Agreement), and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide information to a third party in connection with, any Acquisition Proposal or Inquiry. However, the Company may, prior to obtaining the Required Company Stockholder Approval, engage in discussions or negotiations and provide information to a third party that has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of the provisions of the Merger Agreement if the Company Board determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes a Superior Proposal (as defined in the Merger Agreement) or could reasonably be expected to lead to a Superior Proposal.

Prior to obtaining the Required Company Stockholder Approval, the Company Board may, in certain , effect an Adverse Recommendation Change (as defined in the Merger Agreement), subject to complying with specified notice and other conditions set forth in the Merger Agreem

Termination of the Merger Agreement; Termination Fee

The Merger Agreement may be terminated under certain circumstances by the Company, including prior to obtaining the Required Company Stockholder Approval, if, after following certain procedures and adhering to certain restrictions, the Company Board effects an Adverse Recommendation Change in connection with a Superior Proposal and the Company enters into a definitive agreement providing for the implementation of a Superior Proposal. In addition, Parent may terminate the Merger Agreement under certain circumstances and subject to certain restrictions, including if the Company Board effects an Adverse Recommendation Change. Upon a termination of the Merger Agreement, under certain circumstances, the Company will be required to pay a termination fee to Parent of $78 million. In certain other circumstances, Parent will be required to pay the Company a reverse termination fee of $239 million upon termination of the Merger Agreement.

Limited Guarantee

Also on November 6, 2024, in connection with the execution of the Merger Agreement, the Guarantor delivered to Parent a Guarantee (as defined in the Merger Agreement) in favor of the Company to guarantee, subject to the terms and limitations contained therein, Parent's payment obligations with respect to the reverse termination fee and certain expenses under the Merger Agreement. The maximum aggregate liability of the Guarantor under the Guarantee will not exceed $239 million (plus interest for any late payment), plus the reasonable, documented costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with any litigation or other proceeding brought by the Company to enforce its rights under the Guarantee if it prevails in such litigation or proceeding.

Dividends or Distributions

During the term of the Merger Agreement, the Company and the Partnership may not pay dividends or distributions, other than (A) the payment on January 10, 2025 of the regular quarterly cash dividend and distribution on the Company Common Stock and the OP Partnership Units, respectively, in the amount of $0.15 per share or unit to holders of record on December 20, 2024, (B) dividends or distributions required for the Company to maintain its respective status as a REIT under the Code or to avoid the incurrence of any income or excise taxes by the Company, (C) the Partnership Distribution (as defined in the Merger Agreement) and (D) the Company Distribution (as defined in the Merger Agreement).

The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to provide stockholders with information regarding its terms. It is not intended to provide any other factual or financial information about the Company, the Partnership, Parent or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Stockholders should not rely on the representations, warranties, covenants and agreements contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Partnership, Parent, Merger Sub I and Merger Sub II or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, the Partnership, Parent, Merger Sub I and Merger Sub II and their respective affiliates and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the Securities and Exchange Commission.