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:
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| 1. | Exhibit A. Exhibit A to the Partnership Agreement is hereby amended and restated in its entirety as set forth in Schedule A hereto.
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| 2. | Partnership Agreement. Except as set forth herein, the Partnership Agreement shall remain in full force and effect.
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| 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
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| 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 |
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| | | |
| 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 |
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| | | |
| 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 |
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| 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 | |
