EXHIBIT 3.4
SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
This Second 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 December 4, 2015 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 (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 Purchase and Sale Agreement dated July 16, 2014, 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 The Iron Horse Plaza located at 345 Railroad Avenue, Danville, Contra Costa County, 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 and the Seller Parties (each as defined therein, collectively the “Contributors”)), and the Partnership shall issue OP Units, as part of the Purchase Price (as defined in the Purchase Agreement) for the Property, to the Contributors 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, 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 inSchedule 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 Second 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 Second Amendment to Partnership Agreement]
SCHEDULE A
PARTNERS AND PARTNERSHIP UNITS
As of December 4, 2015
| Name of Partner | Partnership Units (Type and Amount) | Address |
| General Partner: |
| Retail Opportunity Investments GP, LLC | 1,041,154 | 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. | 98,095,480 | 8905 Towne Centre Drive, Suite 108, San Diego, California 92122 Attention: Chief Financial Officer
Facsimile No.: (858) 408-3810 |
| Abby Sher | 23,986 | 15935 Alcima Ave. Pacific Palisades, CA 90272 |
| Ari Blum | 14,290 | 68 Madrone Avenue Larkspur, CA 94939 |
| Blum Family Trust | 48,010 | c/o Rawson, Blum & Co. 505 Sansome Street, Suite 450 San Francisco, CA 94111 |
| Blum Irrev. Trust, The Joseph | 4,602 | c/o Rawson, Blum & Co. 505 Sansome Street, Suite 450 San Francisco, CA 94111 |
| Circe Sher | 14,919 | 681 So. Fitch Mountain Road Healdsburg, CA 95448 |
| Clahan Revocable Trust | 46,840 | c/o Eugene Clahan 16 Meadow Avenue Kentfield, CA 94904 |
| Justin Sher | 14,371 | 268 Bush Street, #3133
San Francisco, CA 94104 |
| Name of Partner | Partnership Units (Type and Amount) | Address |
| Lacey Sher | 11,850 | 10500 NE 8th St, Suite 850 Bellevue, WA 98004 |
| Morgan Blum | 14,290 | 3678 23rd Street San Francisco, CA 94110 |
| Nigel Sher | 10,889 | 10500 NE 8th St, Suite 850 Bellevue, WA 98004 |
| Rachel Sher | 8,295 | 10500 NE 8th St, Suite 850 Bellevue, WA 98004 |
| Rawson, Blum & Co. | 732 | c/o Rawson, Blum & Co. 505 Sansome Street, Suite 450 San Francisco, CA 94111 |
| Rawson, Living Trust | 79,562 | c/o David Rawson 2744 Green Street San Francisco, CA 94123 |
| Rebecca Wellington | 10,889 | 2729 51st Avenue SW Seattle, WA 98116 |
| SARM Enterprises | 566,499 | 10500 NE 8th St, Suite 850 Bellevue, WA 98004 |
| Sher GP, Inc. | 4,196 | c/o Ronald Sher 10500 NE 8th St., Suite 850 Bellevue, WA 98004 |
| Sher, Merritt & Pamela Living Trust | 128,632 | c/o Sher Partners 10500 NE 8th St., Suite 850 Bellevue, WA 98004 |
| Sher, Ronald | 143,160 | 10500 NE 8th St., Suite 850 Bellevue, WA 98004 |
| TCA Holdings LLC | 1,581,813 | 10500 NE 8th St., Suite 850 Bellevue, WA 98004 |
| Terranomics | 2,209 | c/o Sher Partners 10500 NE 8th St., Suite 850 Bellevue, WA 98004 |
| Thomas Bomar | 24,236 | 71 Reed Ranch Road Tiburon, CA 94920 |
| W&P Stewart Trust dated 9/13/11 | 2,813 | 27482 Willowbank Road Davis, CA 95618 |
| Name of Partner | Partnership Units (Type andAmount) | Address |
| WS Harrison, LLC | 989,272 | 33855 Van Duyn Road Eugene, Oregon 97408 |
| Donald F. Gaube | 377,788 | 287 Cross Road Alamo, CA 94507 |
| Frank K. Boscow and Sue C. Boscow Revocable Trust U/A dated December 12, 1996 | 113,657 | 287 Cross Road Alamo, CA 94507 |
| 2015 JSG Separate Property Trust dated as of November 24, 2015 | 20,254 | 287 Cross Road Alamo, CA 94507 |
| Thomas Boscow | 20,254 | 3411 Gold Nugget Way Placerville, CA 95667 |
| LaFrance Family Trust dated January 6, 1993 | 150,503 | 500 Fairview Blvd. Incline Village, NV 89451 |
| Deborah DeDomenico | 32,210 | 13424 Chalk Hill Road Healdsburg, CA 95448 |
| Dennis T. DeDomenico | 32,210 | 650 Alvarado Road Berkeley, CA 94705 |
| Claudia DeDomenico | 32,210 | 82 Beach St. Belvedere, CA 94920 |
| Lois M. DeDomenico QTIP Trust dated April 28, 1988 | 32,210 | 2 Requa Place Piedmont, CA 94611 |
| Donna Holpainen | 32,210 | 4727 W. Roberts Way Seattle, WA 98199 |
| CDD&D Management, LLC | 1,627 | 650 Alvarado Road Berkeley, CA 94705 |
| Cesped 1992 Family Trust dated February 26, 1992 | 65,065 | 970 Wedge Court Incline Village, NV 89451 |
| David E. Cesped | 16,271 | 13148 Freemanville Rd Milton, GA 30004 |
| Vidano 2005 Family Trust | 16,271 | 784 Cordilleras Ave San Carlos, CA 94070 |
| Holpainen Holdings, LLC | 32,533 | 4727 W. Roberts Way Seattle, WA 98199 |
| Sean Rhatigan & Ellen Rhatigan | 16,267 | 1347 Court St. Alameda, CA 94501 |
| Engstrom Family Trust dated May 21, 2004 | 32,556 | 837 Jefferson Blvd. West Sacramento, CA 95691 |
| Name of Partner | Partnership Units (Type and Amount) | Address |
| Jim and Marsha Engstrom Family Revocable Trust Established May 1,2006 | 40,685 | 837 Jefferson Blvd. West Sacramento, CA 95691 |
| Eric A. Engstrom and Sheila Engstrom | 40,685 | 837 Jefferson Blvd. West Sacramento, CA 95691 |
| Matthew K. Engstrom and Jennifer Engstrom | 8,141 | 837 Jefferson Blvd. West Sacramento, CA 95691 |
| Richard A. Bruzzone | 118,787 | 892 Broadmoor Court Lafayette, CA 94549 |
| TOTALS | 104,115,383OP Units | |
