Seventh Amendment to the Second Amended and Restated Limited Partnership Agreement of Retail Opportunity Investments Partnership, LP, dated as of October 11, 2017

Exhibit 10.1

SEVENTH AMENDMENT

TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

This Seventh 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 October 11, 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, March 10, 2016 and March 24, 2017 (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 Contribution Agreement dated April 10, 2017, by and among the Partnership and the Contributors (as defined therein), as amended by that certain First Amendment to Contribution Agreement, dated May 10, 2017, and as further amended by that certain Second Amendment to Contribution Agreement, dated May 12, 2017 and that certain Third Amendment to Contribution Agreement, dated September 7, 2017 (collectively, the “Contribution Agreement”), the Partnership, or its assignee, intends to acquire certain properties, including the real property and improvements commonly known as Fullerton Crossroads, in the City of Fullerton, State of California, with street address 3200-3362 E. Yorba Linda Boulevard, Fullerton, California 92831, and the real property and improvements commonly known as Riverstone Marketplace, in the City of Vancouver, State of Washington, with street address 19215 & 19221 SE 34^th Street, 3415, 3425 & 3505 SE 192^nd Avenue, Vancouver, Washington 98682 (the “Properties”) from the Contributors;

WHEREAS, in connection with the Contribution Agreement, the Partnership shall issue OP Units, to pay a portion of the Contribution Consideration (as defined in the Contribution Agreement) for the Properties, to the Contributors in exchange for the Properties in accordance with the terms of the Contribution 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 its 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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IN WITNESS WHEREOF, this Seventh 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

[Signature Page to Seventh Amendment to Partnership Agreement]

SCHEDULE A

PARTNERS AND PARTNERSHIP UNITS

As of October 11, 2017