Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, in connection with the acquisition by certain subsidiaries of Retail Opportunity Investments Corp. (the "Company") of a portfolio comprising of three shopping centers (collectively, the "Barros Properties") from an unaffiliated group of sellers, the Company additionally entered into an Agreement of Purchase and Sale and Escrow Instructions (the "Diamond Bar Purchase Agreement") with H.R. Barros Family Limited Partnership, one of the sellers of the Barros Properties, to acquire a shopping center known as Diamond Bar Town Center shopping center ("Diamond Bar Town Center") for an aggregate purchase price of approximately $27.8 million. As disclosed previously, a deposit of $1.0 million had previously been paid. Diamond Bar Town Center is located in Diamond Bar, California, within the Los Angeles metropolitan area and is currently 91.2% leased. The shopping center is approximately 107,000 square feet and is anchored by a national grocery store chain.

On February 1, 2013, the Company completed the acquisition of Diamond Bar Town Center pursuant to the Diamond Bar Purchase Agreement, for an adjusted aggregate purchase price of approximately $27.4 million.

Item 3.02. Unregistered Sales of Equity Securities.

On February 1, 2013, NRDC Capital Management, LLC ("NRDC") exercised 8,000,000 warrants, exercisable for the Company's Common Stock at an exercise price of $12.00 per share (the "Private Warrants"). The Private Warrants were purchased by NRDC pursuant to that certain Warrant Agreement dated as of October 17, 2007 (as supplemented and amended by the Supplement & Amendment to the Warrant Agreement dated as of October 20, 2009, the "Warrant Agreement") in connection with the consummation of the Company's initial public offering. The Private Warrants were exercised on a cashless basis (the "Cashless Exercise"). In connection with the Cashless Exercise, the Company issued 688,500 shares to NRDC, with an aggregate value of approximately $9.0 million, or $13.13 per share, based on a formula set forth in the Warrant Agreement. The issuance of the Company's Common Stock upon exercise of the Private Warrants as described herein was exempt from registration requirements under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, because none of the transactions involved a public offering, and Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with the exercise of the Private Warrants.

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