EX-3.5 2 roic-033117xex35.htm EXHIBIT 3.5 Exhibit


EXHIBIT 3.5

SIXTH AMENDMENT
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
This Sixth Amendment (this “Amendment”) to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Partnership”), is made and entered as of March 24, 2017 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the “General Partner”).
WHEREAS, an Amendment to the Certificate of Limited Partnership of the Partnership was filed in the office of the Secretary of State of the State of Delaware on January 5, 2010;
WHEREAS, the General Partner and the limited partners of the Partnership entered into an Agreement of Limited Partnership of the Partnership, dated as of January 5, 2010, pursuant to which the Partnership was formed;
WHEREAS, the General Partner and the limited partners of the Partnership entered into the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 27, 2013, as amended on December 11, 2014, and as further amended on December 4, 2015, December 10, 2015, December 31, 2015 and March 10, 2016 (the “Partnership Agreement”);
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.
WHEREAS, pursuant to the terms and provisions of that certain Agreement for Sale and Purchase of Membership Interests dated February 3, 2017, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), the Partnership, and the Sellers (as defined therein) (the “Purchase Agreement”), the Partnership, or its assignee, intends to purchase the real property and improvements commonly known as Santa Rosa Southside Shopping Center, located at 2661 - 2735 Santa Rosa Avenue, Santa Rosa, California, (the “Property”) from the Sellers;
WHEREAS, in connection with the Purchase Agreement, the REIT and the Partnership entered into a Contribution Agreement, dated the date hereof, with the Sellers (as defined therein, the “Contributor”)), and the Partnership shall issue OP Units, to pay the Purchase Price (as defined in the Purchase Agreement) for the Property, to the Contributor in exchange for the Property in accordance with the terms of the Purchase Agreement;
WHEREAS, pursuant to Section 4.03(a) of the Partnership Agreement, the General Partner has the power, without the prior consent of the Limited Partners (as defined in the Partnership Agreement), to cause the Partnership to issue additional Partnership Interests, in the form of



Partnership Units (which includes OP Units), on such terms and conditions as shall be established by the General Partner in it sole and absolute discretion, in accordance with the Partnership Agreement; and
WHEREAS, pursuant to Sections 4.03(a) and 7.03(c) of the Partnership Agreement, the General Partner has the power, without the prior consent of the Limited Partners, to amend the Partnership Agreement to reflect any change in ownership of Partnership Interests, and the General Partner has determined that it is necessary and desirable to amend the Partnership Agreement, including any exhibits or schedules thereto, in order to reflect such changes.
NOW, THEREFORE, the General Partner desires to effect this Amendment to the Partnership Agreement as provided herein:

 
 
1.
Exhibit A. Exhibit A to the Partnership Agreement is hereby amended and restated in its entirety as set forth in Schedule A hereto.

2.
Partnership Agreement. Except as set forth herein, the Partnership Agreement shall remain in full force and effect.

3.
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.


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IN WITNESS WHEREOF, this Sixth Amendment to the Partnership Agreement has been executed as of the date first written above.
GENERAL PARTNER:
RETAIL OPPORTUNITY INVESTMENTS GP, LLC,
a Delaware limited liability company

By:    Retail Opportunity Investments Corp.,
a Maryland corporation,
its sole member

By: /s/ Michael B. Haines            
Name:    Michael B. Haines
Title:    Chief Financial Officer


[Signature Page to Sixth Amendment to Partnership Agreement]


SCHEDULE A
PARTNERS AND PARTNERSHIP UNITS
As of March 24, 2017
Name of Partner
Partnership Units (Amount)
Type
Address
General Partner:
Retail Opportunity Investments GP, LLC
1,209,495
OP Units
8905 Towne Centre Drive, Suite 108,
San Diego, California 92122
Attention: Chief Financial Officer
Facsimile No.: (858) 408-3810
Limited Partners:
Retail Opportunity Investments Corp.
108,053,946
OP Units
8905 Towne Centre Drive, Suite 108,
San Diego, California 92122
Attention: Chief Financial Officer
Facsimile No.: (858) 408-3810
Abby Sher
23,986
OP Units
15935 Alcima Ave.
Pacific Palisades, CA 90272
Ari Blum
14,290
OP Units
68 Madrone Avenue
Larkspur, CA 94939
Blum Family Trust
23,010
OP Units
c/o Rawson, Blum & Co.
505 Sansome Street, Suite 450
San Francisco, CA 94111
Blum Irrev. Trust, The Joseph
4,602
OP Units
c/o Rawson, Blum & Co.
505 Sansome Street, Suite 450
San Francisco, CA 94111
Circe Sher
14,919
OP Units
681 So. Fitch Mountain Road
Healdsburg, CA 95448
Clahan Revocable Trust
46,840
OP Units
c/o Eugene Clahan
16 Meadow Avenue
Kentfield, CA 94904
Justin W. Sher
53,967
OP Units
3182 Campus Drive, #252
San Mateo, CA 94403




Name of Partner
Partnership Units (Amount)
Type
Address
Lacey Sher
11,850
OP Units
10500 NE 8th St, Suite 1930
Bellevue, WA 98004
Morgan Blum
14,290
OP Units
3678 23rd Street
San Francisco, CA 94110
Nigel Sher
10,889
OP Units
10500 NE 8th St, Suite 1930
Bellevue, WA 98004
Rachel Sher
8,295
OP Units
10500 NE 8th St, Suite 1930
Bellevue, WA 98004
Rawson, Blum & Co.
732
OP Units
c/o Rawson, Blum & Co.
505 Sansome Street, Suite 450
San Francisco, CA 94111
Rawson, Living Trust
79,562
OP Units
c/o David Rawson
2744 Green Street
San Francisco, CA 94123
Rebecca Wellington
10,889
OP Units
2729 51st Avenue SW
Seattle, WA 98116
SARM Enterprises
424,499
OP Units
10500 NE 8th St, Suite 1930
Bellevue, WA 98004
Sher GP, Inc.
4,196
OP Units
c/o Ronald Sher
10500 NE 8th St., Suite 1930
Bellevue, WA 98004
Merritt & Pamela Sher Living Trust
243,174
OP Units
c/o Sher Partners
10500 NE 8th St., Suite 1930
Bellevue, WA 98004
Sher, Ronald
143,160
OP Units
10500 NE 8th St., Suite 1930
Bellevue, WA 98004
TCA Holdings LLC
1,381,813
OP Units
10500 NE 8th St., Suite 1930
Bellevue, WA 98004
Terranomics
2,209
OP Units
c/o Sher Partners
10500 NE 8th St., Suite 1930
Bellevue, WA 98004
Thomas Bomar
24,236
OP Units
71 Reed Ranch Road
Tiburon, CA 94920
W&P Steuart Trust dated 9/13/11
17,172
OP Units
27482 Willowbank Road
Davis, CA 95618
Frank K. Boscow and Sue C. Boscow Revocable Trust U/A dated December 12, 1996
113,657
OP Units
287 Cross Road
Alamo, CA 94507




Name of Partner
Partnership Units (Amount)
Type
Address
2015 JSG Separate Property Trust dated as of November 24, 2015
20,254
OP Units
287 Cross Road
Alamo, CA 94507
Thomas Boscow
20,254
OP Units
3411 Gold Nugget Way
Placerville, CA 95667
Deborah DeDomenico
32,210
OP Units
13424 Chalk Hill Road
Healdsburg, CA 95448
Dennis T. DeDomenico
32,210
OP Units
650 Alvarado Road
Berkeley, CA 94705
Claudia DeDomenico
32,210
OP Units
82 Beach St.
Belvedere, CA 94920
Lois M. DeDomenico QTIP Trust dated April 28, 1988
32,210
OP Units
2 Requa Place
Piedmont, CA 94611
Donna Holpainen
32,210
OP Units
4727 W. Roberts Way
Seattle, WA 98199
CDD&D Management, LLC
1,627
OP Units
650 Alvarado Road
Berkeley, CA 94705
Cesped 1992 Family Trust dated February 26, 1992
65,065
OP Units
970 Wedge Court
Incline Village, NV 89451
David E. Cesped
16,271
OP Units
13148 Freemanville Rd
Milton, GA 30004
Vidano 2005 Family Trust
16,271
OP Units
784 Cordilleras Ave
San Carlos, CA 94070
Holpainen Holdings, LLC
32,533
OP Units
4727 W. Roberts Way
Seattle, WA 98199
Sean Rhatigan & Ellen Rhatigan
16,267
OP Units
1347 Court St.
Alameda, CA 94501
Engstrom Family Trust dated May 21, 2004
32,556
OP Units
837 Jefferson Blvd.
West Sacramento, CA 95691
Jim and Marsha Engstrom Family Revocable Trust Established May 1,2006
40,685
OP Units
837 Jefferson Blvd.
West Sacramento, CA 95691
Eric A. Engstrom and Sheila Engstrom
40,685
OP Units
837 Jefferson Blvd.
West Sacramento, CA 95691
Matthew K. Engstrom and Jennifer Engstrom
8,141
OP Units
837 Jefferson Blvd.
West Sacramento, CA 95691
Richard A. Bruzzone
118,787
OP Units
892 Broadmoor Court
Lafayette, CA 94549




Name of Partner
Partnership Units (Amount)
Type
Address
Jay Sternoff
305,911
OP Units
22440 NE Union Hill Road
Redmond, WA 98053
Nancy Sternoff
117,658
188,253 (SC Limited Participation)
OP Units
1 Grand Army Plaza #11a
Brooklyn, NY 11238
Richard Sternoff
289,017
OP Units
5320 Lansdowne Lane
Mercer Island, WA 98040
Plaza International
4,393,064
OP Units
21777 Ventura Boulevard
Woodland Hills, CA 91364
Hollman Property Company
2,434,833
OP Units
Hollman Property Company
315 Meigs Road, Suite 654
Santa Barbara, California 93109
Derek L. Harrison
200,000
OP Units
33855 Van Duyn Road
Eugene, Oregon 97408
Lori Harrison Smith
494,636
OP Units
33855 Van Duyn Road
Eugene, Oregon 97408
TOTALS
120,949,496
OP Units