PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective the 15 th day of
June, 2010 by and between GRAMOR ACME LLC, an Oregon limited liability company (“Seller”),
and RETAIL OPPORTUNITY INVESTMENTS CORP., a Delaware corporation (“Buyer”).
Seller owns all right, title and interest in the land and all improvements thereon, including an
approximately 135,422 square foot shopping center, commonly known as the Happy Valley Town Center
located 15640-16126 Happy Valley Town Center Drive, Happy Valley, Oregon, the legal description of
which is attached as Exhibit A (the “Property”). If no legal description is attached, then the legal
description of the Property shall be as contained in the Preliminary Commitment (defined in Section 5),
subject to Buyer’s and Seller’s reasonable approval.
Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, the
Property on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Purchase and Sale of Property . Subject to the terms and conditions set forth in this
Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property. The
Property also includes the personal property used in the operation of the Property, which shall be
conveyed to Buyer at closing pursuant to a bill of sale in the form attached as Exhibit B . The list of
personal property to be conveyed shall be provided by Seller to Buyer within ten (10) days after the
Effective Date (as defined in Section 3). The Property also includes any and all water, access and other
rights, easements, and interests appurtenant to the Property, and all construction warranties related to the
improvements on the Property. The Property includes the area described as Section “B” on the attached
Exhibit A-1. Seller has applied for a land division establishing section “B” as a separate legal lot. Buyer