Common use of Representations and Warranties of the Company and the Operating Partnership Clause in Contracts

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally represent and warrant to, and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, Partnership jointly and severally represent represents and warrant to, and agree with warrants to each of the Manager thatUnderwriters as follows: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637230396) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, has been filed with the Commission and became effective upon filing. The Company and the transactions contemplated by this equity underwriting agreement (this “Agreement”) meet the requirements and comply with the conditions for the use of Form S-3, including a related Basic Prospectus, for the transaction requirements set forth in General Instruction I.B.1 of such form. Such registration statement meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the base prospectus (meeting the requirements of the offering Rules and sale of certain securitiesRegulations) contained therein (the “Base Prospectus”) and the exhibits, including financial statements and schedules, as finally amended and revised, have heretofore been delivered by the SharesCompany to you. Each of Such registration statement, together with any registration statement filed by the Registration Statement and any amendment thereto has become effective Company pursuant to Rule 462(b) under the Act (“Rule 462(b) Registration Statement”), is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon filingRules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto to the Registration Statement has been issued filed as of the date of this Agreement. “Prospectus” means the Base Prospectus together with the final prospectus supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing . Any preliminary prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, relating to the Company’s knowledgeShares, are threatened. The Company has complied with each request (if any) from including any preliminary prospectus supplement relating to the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is Shares filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects together with the requirements Base Prospectus is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement foregoing documents shall be deemed to refer to and include such new registration statementthe filing of any document under the Securities Exchange Act of 1934, including all documents as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Rule 462(b) Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement and, in the case of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished reference herein to the Company Prospectus, also shall be deemed to include any documents incorporated by the Manager reference therein, and any supplements or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were thereto, filed with the Commission, (B) at Commission after the time date of filing of the most recent amendment final prospectus supplement under Rule 424(b) under the Act, and prior to the Registration Statement for the purposes of complying with Section 10(a)(3) termination of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) offering of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statementUnderwriters.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, Partnership jointly and severally represent and warrant to, and agree with with, the Manager Underwriter that: (a) A registration statement (No. 333-108785) relating to the Offered Securities being sold by the Company, including a base prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (“Act”) and such registration statement (“registration statement”) has been declared effective. For purposes of this Agreement, “Effective Time” means the date and time as of which the registration statement was declared effective by the Commission. “Effective Date” with respect to the registration statement means the date of the Effective Time thereof. The registration statement, as amended at its Effective Time, including all material incorporated by reference therein, pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the registration statement as of its Effective Time pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act, is hereinafter referred to as a “Registration Statement.” Any Registration Statement filed by the Company pursuant to Rule 462(b) of the Act is hereinafter called the “Rule 462(b) Registration Statement” and from and after the date and time of filing the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, together with the final prospectus supplement setting forth the final terms of the offering, sale and plan of distribution of the Offered Securities, as filed with the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act and as included in the Registration Statement, including all material incorporated by reference in such prospectus, are hereinafter referred to as the “Prospectus.” No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. The Company met meets the requirements for the use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement meets the requirements of, and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) complies in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in with, Rule 405 or otherwise is unable to make the representations set forth in Section 2(d415(a)(1)(x) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of under the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Company’s operating partnership, MPT Operating Partnership, L.P., a Delaware limited liability partnership and majority-owned subsidiary of the Company (the “Operating Partnership”) jointly and severally represent and warrant to, to and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637186812) (the “registration statement”) as defined in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Act”), including a related Basic Prospectusform of prospectus, for has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The registration under the Act of statement contains certain information concerning the offering and sale of certain securitiesthe Common Stock, including the Shares. Each of , and contains additional information concerning the Registration Statement Company and any amendment thereto its business; the Commission has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been not issued under the Act, no an order preventing or suspending the use of the Basic ProspectusProspectus (as defined below), the Prospectus SupplementSupplement (as defined below), the Prospectus (as defined below) or any free writing prospectus has been issued Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceedings for any that purpose or pursuant to Section 8A of the foregoing purposes Act have been instituted or are pending or, to the Company’s knowledgeknowledge threatened by the Commission. Except where the context otherwise requires, are threatened. The Company has complied with each request (if any) from “Registration Statement,” as used herein, means the Commission for additional or supplemental information. Each Incorporated Documentregistration statement, as amended at the time it was or hereafter is filed with of such registration statement’s effectiveness for purposes of Section 11 of the Commission, or became effective under the Exchange Act, as such section applies to the case may beManager, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares well as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be new automatic shelf registration statement as may have been filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to Sections 4(g) or (h) of this Agreement Agreement, including (each, 1) all documents filed as a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time part thereof or at each Settlement Date, contained, contains incorporated or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required deemed to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Dateincorporated by reference therein, none of (A) the General Disclosure Package and (B2) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes information contained or will include an untrue statement of incorporated by reference in a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or at each Settlement DateRule 430C under the Act, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light be part of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of such registration statement’s effectiveness for purposes of Section 11 of the most recent amendment Act, as such section applies to the Manager and (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement for the purposes of complying Statement, together with Section 10(a)(3) any amendments or supplements thereto as of the Act (whether such amendment was by post-effective amendmentdate of this Agreement. Except where the context otherwise requires, incorporated report filed pursuant to Section 13 or 15(d) of “Prospectus Supplement,” as used herein, means the Exchange Act or form of prospectus)final prospectus supplement, (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance Shares, filed or to be filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the exemption of Rule 163 and (D) at second business day after the date hereofhereof (or such earlier time as may be required under the Act), in the form furnished by the Company was and is a to the Manager in connection with the offering of the Shares. Except where the context otherwise requires, “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statementProspectus,” as defined in Rule 405 and used herein, means the SharesProspectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. Notwithstanding the foregoing, since their registration on if any revised basic prospectus, prospectus supplement or prospectus shall be provided to the Registration Statement, have been and remain eligible for registration Manager by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,for use

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, jointly and severally severally, hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant toto each Underwriter on the Closing Date and the Additional Closing Date, and agree with as the Manager case may be, that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become been declared effective under by the Act upon filingCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under by the ActCommission, and no order preventing proceeding for that purpose or suspending the use pursuant to Section 8A of the Basic Prospectus, Securities Act against the Prospectus Supplement, Company or related to the Prospectus or any free writing prospectus offering of the Shares has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are threatened. The Company has complied with each request threatened by the Commission. (if anyb) from At the Commission for additional or supplemental information. Each Incorporated Documenttime of initial filing of the Registration Statement, at the earliest time it was thereafter that the Company or hereafter is filed with another offering participant made a bona fide offer (within the Commission, or became effective meaning of Rule 164(h)(2) under the Exchange Securities Act) of the Series A Preferred Stock, as on the case may bedate hereof and on the Closing Date or the Additional Closing Date, complied the Company was not, is not and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a be an “well-known seasoned ineligible issuer” (as defined in Rule 405 or otherwise is unable to make under the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date). (c) Neither The Registration Statement and the Prospectus conformed, and any amendment to the Registration Statement nor any amendment thereto, at its effective time filed after the date hereof will conform in all material respects on the date hereof and on the Closing Date or at each Settlement the Additional Closing Date, containedas applicable, contains or will contain an untrue statement to the requirements of a material fact or omittedthe Securities Act. The Preliminary Prospectus conformed, omits or will omit to state a material fact required and the Prospectus to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing filed with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or under the Securities Act will include an untrue statement of a conform in all material fact or omitted, omits or will omit respects to state a material fact necessary in order to make the statements therein, in the light requirements of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Securities Act. (d) The Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include as of its effective date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by the Manager or on behalf of any Alternative Manager expressly Underwriter specifically for use inclusion therein, which information is specified in Section 15 hereof. (Ae) At The Prospectus will not, as of its date and on the respective times Closing Date or the Registration Statement Additional Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any amendments thereto Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (f) The Time of Sale Information does not, and will not at the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were filed made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (g) Each Issuer Free Writing Prospectus (including, without limitation, any “road show” (as defined in Rule 433 under the Securities Act) that is a free writing prospectus under Rule 433 under the Securities Act), when considered together with the Commission, (B) Time of Sale Information at the time Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact or necessary to make the statements therein, in light of the most recent amendment circumstances under which they were made, not misleading. (h) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the Registration Statement for the purposes of complying with Section 10(a)(3) requirements of the Securities Act (whether on the date of first use, and the Company has complied with all of its prospectus delivery and any filing requirements applicable to such amendment was by post-effective amendment, incorporated report filed Issuer Free Writing Prospectus pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Securities Act. The Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) has not made any offer relating to the Shares in reliance on that would constitute an Issuer Free Writing Prospectus without the exemption prior written consent of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405Representative. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not received from the Commission any notice required to be filed pursuant to Rule 401(g)(2) objecting the Securities Act. The Company has taken all actions necessary so that any road show in connection with the offering of the Shares will not be required to be filed pursuant to the use of the automatic shelf registration statement formSecurities Act. (ei) No issuer free writing prospectus (as defined in Rule 433 The capitalization of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements Company as of March 31, 2020 is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. All the outstanding shares of capital stock of the Company have been, and as of the Closing Date and the Additional Closing Date, as the case may be, will be, duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; except as described in the Time of Sale Information and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants or similar rights to subscribe for, or contractual obligations to issue, sell, transfer or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; the capital stock of the Company conforms to the description thereof in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto). (j) Each of the Company, the Operating Partnership and their subsidiaries is duly formed or organized and validly existing as a corporation, limited liability company, limited partnership or other organization in good standing under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description laws of the jurisdiction of its incorporation, formation or organization with full corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition, business, properties, assets, net worth, results of operations or prospects of the Company, the Operating Partnership and their subsidiaries, taken as a whole (financial or otherwise) (a “Material Adverse Effect”). (k) The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including the issuance and sale of the Shares and the use of proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds” and any issuance of the shares of Common Stock upon conversion of the Shares), and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly taken. The Articles Supplementary will be, prior to the Closing Date, duly authorized, executed and filed by the Company with the SDAT. The amendment to the Amended and Restated Agreement of the Operating Partnership (the “Operating Partnership Agreement Amendment”) setting forth the terms of City Office REIT the Series A preferred units of limited partnership interest in the Operating Partnership,Partnership (the “Series A Preferred Units”) will be, prior to the Closing Date, duly authorized, executed and delivered. The Operating Partnership Agreement Amendment will, prior to the Closing Date, constitute a legally valid and binding agreement of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law.

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, jointly and severally severally, hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant toto each Underwriter on the Closing Date, and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become been declared effective under by the Act upon filingCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under by the ActCommission, and no order preventing proceeding for that purpose or suspending the use pursuant to Section 8A of the Basic Prospectus, Securities Act against the Prospectus Supplement, Company or related to the Prospectus or any free writing prospectus offering of the Notes has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are threatened. The Company has complied with each request threatened by the Commission. (if anyb) from At the Commission for additional or supplemental information. Each Incorporated Documenttime of initial filing of the Registration Statement, at the earliest time it was thereafter that the Company or hereafter is filed with another offering participant made a bona fide offer (within the Commission, or became effective meaning of Rule 164(h)(2) under the Exchange Securities Act) of the Notes, as on the case may bedate hereof and on the Closing Date, complied the Company was not, is not and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a be an “well-known seasoned ineligible issuer” (as defined in Rule 405 or otherwise is unable to make under the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date). (c) Neither The Registration Statement and the Preliminary Prospectus conformed, and any amendment to the Registration Statement nor any amendment theretofiled after the date hereof will conform in all material respects on the date hereof and on the Closing Date to the requirements of the Securities Act. The Preliminary Prospectus conformed, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required and the Prospectus to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing filed with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or under the Securities Act will include an untrue statement of a conform in all material fact or omitted, omits or will omit respects to state a material fact necessary in order to make the statements therein, in the light requirements of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Securities Act. (d) The Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include as of its effective date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by the Manager or on behalf of any Alternative Manager expressly Underwriter specifically for use inclusion therein, which information is specified in Section 15 hereof. (Ae) At The Prospectus will not, as of its date and on the respective times Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (f) Any documents incorporated by reference into the Registration Statement or any amendments thereto and the Prospectus pursuant to Item 12 of Form S-3 (the “Incorporated Documents”) heretofore filed, when they were filed (or, if any amendment with the Commissionrespect to any such document was filed, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether when such amendment was by post-effective amendmentfiled), incorporated report filed pursuant to Section 13 or 15(d) conformed in all material respects with the requirements of the Exchange Act or form and the rules and regulations thereunder, and any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of prospectusthe Exchange Act and the rules and regulations thereunder; no such Incorporated Document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further Incorporated Document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (Cg) The Time of Sale Information does not, and will not at any time the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any person acting Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (h) Each Issuer Free Writing Prospectus (including, without limitation, any “road show” (as defined in Rule 433 under the Securities Act) that is a free writing prospectus under Rule 433 under the Securities Act), when considered together with the Time of Sale Information at the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied with all of its behalf (within prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the meaning, for this clause only, of Rule 163(c)) Securities Act. The Company has not made any offer relating to the Shares in reliance on Notes that would constitute an Issuer Free Writing Prospectus without the exemption prior written consent of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405Representative. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not received from the Commission any notice required to be filed pursuant to Rule 401(g)(2) objecting the Securities Act. The Company has taken all actions necessary so that any road show in connection with the offering of the Notes will not be required to be filed pursuant to the use of the automatic shelf registration statement formSecurities Act. (ej) No issuer free writing prospectus (as defined in Rule 433 The capitalization of the Act) conflicts or will conflict with the information contained Company as of September 30, 2021 is as set forth in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The financial statements incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. All the outstanding shares of capital stock of the Company have been, and as of the Closing Date, will be, duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; except as described in the Time of Sale Information and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants or similar rights to subscribe for, or contractual obligations to issue, sell, transfer or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Notes to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; the capital stock of the Company conforms to the description thereof in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto). (k) Each of the Company, the Operating Partnership and their subsidiaries is duly formed or organized and validly existing as a corporation, limited liability company, limited partnership or other organization in good standing under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description laws of the jurisdiction of its incorporation, formation or organization with full corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition, business, properties, assets, net worth, results of operations or prospects of the Company, the Operating Partnership and their subsidiaries, taken as a whole (financial or otherwise) (a “Material Adverse Effect”). (l) The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including the issuance and sale of City Office REIT Operating Partnership,the Notes and the use of proceeds from the sale of the Notes as described therein under the caption “Use of Proceeds”) and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly taken. (m) The Notes to be purchased by the Underwriters pursuant to this Agreement have been duly authorized for issuance, sale and delivery and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the issuance of such Notes will not be subject to any preemptive, co-sale right, registration right, right of first refusal or similar rights. (n) All of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”): (i) have been duly authorized and validly issued, are fully paid and nonassessable and (ii) have been issued in compliance with federal and state securities laws.

Representations and Warranties of the Company and the Operating Partnership. The Company and the Company’s operating partnership, MPT Operating Partnership, L.P., a Delaware limited liability partnership and majority-owned subsidiary of the Company (the “Operating Partnership”) jointly and severally represent and warrant to, to and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637186812) (the “registration statement”) as defined in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Act”), including a related Basic Prospectusform of prospectus, for has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The registration under the Act of statement contains certain information concerning the offering and sale of certain securitiesthe Common Stock, including the Shares. Each of , and contains additional information concerning the Registration Statement Company and any amendment thereto its business; the Commission has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been not issued under the Act, no an order preventing or suspending the use of the Basic ProspectusProspectus (as defined below), the Prospectus SupplementSupplement (as defined below), the Prospectus (as defined below) or any free writing prospectus has been issued Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceedings for any that purpose or pursuant to Section 8A of the foregoing purposes Act have been instituted or are pending or, to the Company’s knowledgeknowledge threatened by the Commission. Except where the context otherwise requires, are threatened. The Company has complied with each request (if any) from “Registration Statement,” as used herein, means the Commission for additional or supplemental information. Each Incorporated Documentregistration statement, as amended at the time it was or hereafter is filed with of such registration statement’s effectiveness for purposes of Section 11 of the Commission, or became effective under the Exchange Act, as such section applies to the case may beManager, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares well as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be new automatic shelf registration statement as may have been filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to Sections 4(g) or (h) of this Agreement Agreement, including (each, 1) all documents filed as a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time part thereof or at each Settlement Date, contained, contains incorporated or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required deemed to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Dateincorporated by reference therein, none of (A) the General Disclosure Package and (B2) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes information contained or will include an untrue statement of incorporated by reference in a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or at each Settlement DateRule 430C under the Act, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light be part of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of such registration statement’s effectiveness for purposes of Section 11 of the most recent amendment Act, as such section applies to the Manager and (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement for the purposes of complying Statement, together with Section 10(a)(3) any amendments or supplements thereto as of the Act (whether such amendment was by post-effective amendmentdate of this Agreement. Except where the context otherwise requires, incorporated report filed pursuant to Section 13 or 15(d) of “Prospectus Supplement,” as used herein, means the Exchange Act or form of prospectus)final prospectus supplement, (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance Shares, filed or to be filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the exemption of Rule 163 and (D) at second business day after the date hereofhereof (or such earlier time as may be required under the Act), in the form furnished by the Company was and is a to the Manager in connection with the offering of the Shares. Except where the context otherwise requires, “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statementProspectus,” as defined in Rule 405 and the Sharesused herein, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,means the

Representations and Warranties of the Company and the Operating Partnership. (a) The Company and the Operating Partnership, jointly and severally severally, represent and warrant toto you, as of the date hereof, and agree with to you and each other Underwriter named in the Manager thatapplicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (a1) The Company met and the Operating Partnership meet the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares1933 Act. Each of the Registration Statement Statement, the Prospectus and any amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act upon filing. No and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto part thereof has been issued under the Act1933 Act and no proceeding for that purpose has been instituted or is pending or, no to the knowledge of the Company, is contemplated or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings proceeding for any of the foregoing purposes have that purpose has been instituted or are pending or, to the Company’s knowledgeknowledge of the Company or the Operating Partnership, are threatened. The Company has complied with each request (if any) from threatened by the Commission for additional or supplemental information. Each Incorporated Documentby the state securities authority of any jurisdiction. (2) The Registration Statement, at the time it was or hereafter is filed with became effective, complied, and the Commission, or became effective under Registration Statement and the Exchange Act, as the case may be, complied and Prospectus at each Representation Date will comply (as applicable) in all material respects with the requirements of the Exchange Act1933 Act and the 1933 Act Regulations. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “The Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it the Registration Statement became effective, complied in all material respects with the requirements of the Act. The Prospectus did not, and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Representation Date, contained, contains or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the date of the time of each Prospectus, at the Closing Time of Sale and at each Settlement Representation Date, none the Prospectus and any amendments and supplements thereto (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with an offering of (AUnderwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) the General Disclosure Package did not and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus nor made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through you expressly for use in the Registration Statement or the Prospectus. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Company has complied or will comply with the requirements of Rule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (3) Each preliminary prospectus, preliminary prospectus supplement and Prospectus Supplement filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, as or filed pursuant to Rule 424 under the 1933 Act, complied, when so filed, in all material respects with the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of its issue dateUnderwritten Securities will, at the time of any filing such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to Rule 424(bEDGAX, xxcept to the extent permitted by Regulation S-T. (4) The documents incorporated or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit deemed to state a material fact necessary in order to make the statements therein, be incorporated by reference in the light of the circumstances under which they were made, not misleading. Each Incorporated DocumentProspectus, at the time the Registration Statement became effective they were or when such documents incorporated by reference were hereafter are filed with the Commission, as complied and will comply in all material respects with the case may berequirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the case may beperiod specified in Section 3(f), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations . (5) Each of Price Waterhouse LLP and warranties in this subsection shall not apply to Ernst & Young LLP, the accounting firms that certified the financial statements in and supporting schedules included in, or omissions from incorporated by reference into, the Registration Statement and the Prospectus is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (or 6) The consolidated financial statements of the Company and the Operating Partnership incorporated by reference into the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any amendment thereto)other entity included therein, present fairly the financial position of the Company, the General Disclosure Package Operating Partnership and their consolidated subsidiaries, or such other entities, as the Prospectus (case may be, at the respective dates indicated and the statement of operations, stockholders' equity, partners' equity and cash flows of the Company, the Operating Partnership and their consolidated subsidiaries, or any amendment or supplement thereto) made in reliance upon and such other entities, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with written information furnished to generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the Company periods involved. The supporting schedules, if any, included in, or incorporated by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times reference into, the Registration Statement and the Prospectus present fairly the information required to be stated therein. The selected financial data and the summary financial information included in, or any amendments thereto were filed incorporated by reference into, the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the Commission, (B) at the time that of the most recent amendment audited financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus. The Company's and the Operating Partnership's ratios of earnings to fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Prospectus under the captions "Ratios of Earnings to Fixed Charges and Preferred Stock Dividends" and in Exhibit 12.1 to the Registration Statement for the purposes of complying have been calculated in compliance with Section 10(a)(3Item 503(d) of the Act (whether such amendment was by postRegulation S-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) K of the Exchange Commission. In addition, any pro forma financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of Rule 11-02 of Regulation S-X of the Commission, and the assumptions used in the preparation thereof are, in the opinion of the Company, reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and have been properly applied to the historical amounts in the compilation of such statements. Other than the historical financial statements (and schedules) included therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating 1933 Act Regulations to the Shares be included in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e7) No issuer free writing prospectus (Since the respective dates as defined in Rule 433 of the Act) conflicts or will conflict with the which information contained is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership and their Subsidiaries considered as one enterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business; (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties owned, directly or indirectly, by the Company, the Operating Partnership or their Subsidiaries (the "Properties") has occurred that is material to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise; (C) there have been no transactions entered into by the Company, the Operating Partnership or any Subsidiary, other than those arising in the ordinary course of business, which are material with respect to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise or that would result, upon consummation, in any material inaccuracy in the representations contained in Section 1(a)(6) above; (D) neither the Company, the Operating Partnership nor any Subsidiary has incurred any material obligation or liability, direct, contingent or otherwise; and (E) there has been no material change in the short-term debt or long-term debt of the Company or the Operating Partnership. (8) The Company has been duly organized and is validly existing as a corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any preliminary prospectus Deposit Agreement, the Delayed Delivery Contracts (as defined herein), if any and the other agreements to which it is a party. The Company is duly qualified or registered as a foreign corporation to transact business in the States of Alabama, District of Columbia, Florida, North Carolina and Tennessee and the Commonwealth of Virginia and each other prospectus deemed jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to be so qualify or register would not have a part thereof that has not been superseded or modifiedMaterial Adverse Effect. (f9) Post GP Holdings, Inc. has been duly organized and is validly existing as a corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts, if any and the other agreements to which it is a party. Post GP Holdings, Inc. is duly qualified or registered as a foreign corporation to transact business and is in good standing in the States of Alabama, California, Colorado, Florida, Mississippi, North Carolina, Tennessee and Texas and the Commonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of Post GP Holdings, Inc. have been duly authorized and validly issued and fully paid. (10) Post LP Holdings, Inc. is a corporation duly formed and is validly existing and in good standing under the laws of the State of Georgia. Post LP Holdings, Inc. has the power and authority to own, lease and operate its properties and conduct the business in which it is engaged and, to our knowledge, such corporation is duly qualified as a foreign corporation in the jurisdictions set forth in an exhibit to the opinion. All of the issued and outstanding shares of capital stock of Post LP Holdings, Inc. have been duly authorized and validly issued and fully paid. (11) The statements Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Georgia Revised Uniform Limited Partnership Act (the "Georgia Act") with partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Terms Agreement and the other agreements to which it is a party. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in the States of Alabama, California, Colorado, Florida, Mississippi, North Carolina, Tennessee and Texas and the Commonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. (12) Each of the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with partnership or corporate power and authority to conduct the business in which it is engaged and to own, lease and operate its properties as described in the Prospectus. Each of the Subsidiaries is duly qualified as a foreign partnership, corporation or other organization to transact business and is in good standing in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property, the management of properties by others or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. (13) The capitalization of the Company is as set forth in the Prospectus (except for subsequent issuances thereof, if any, contemplated under this Agreement, pursuant to employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus). Such shares of capital stock have been duly authorized and validly issued by the Company and are fully paid and non-assessable, and none of such shares of capital stock were issued in violation of preemptive or other similar rights arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership or any of their subsidiaries is a party, or otherwise. (14) The capitalization of the Operating Partnership is as set forth in the Prospectus and all of the outstanding partnership interests in the Operating Partnership have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the partnership interests owned, directly or indirectly, by the Company are owned in the percentage amount set forth in the Prospectus free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. The Company, directly or indirectly, is the sole general partner of the Operating Partnership. (15) All of the issued and outstanding shares of capital stock and partnership interests, as the case may be, of each Subsidiary have been validly issued and fully paid and are owned by the Company, the Operating Partnership, another Subsidiary, and/or certain affiliated entities as described in the Registration Statement, the General Disclosure Package in each case free and the Prospectus under the captions “Description clear of Offered Stockany security interest, mortgage, pledge, lien,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and First Washington Realty Limited Partnership, a Maryland limited partnership (the "Operating Partnership"), jointly and severally severally, represent and warrant to, and agree with with, the Manager Underwriters that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf A registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-23663724017) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), including a related Basic Prospectus, and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company is eligible to use Form S-3 for the registration of the Shares under the Act Act. Copies of such registration statement, including any amendments thereto, the prospectus and the exhibits, financial statements and schedules, as finally amended and revised, included or incorporated by reference therein, collectively herein referred to as the "Registration Statement," as well as copies of the preliminary prospectus supplement, if any, relating to the offering and sale of certain securities, including the Shares, have heretofore been delivered by the Company to you. Each The Registration Statement has been declared effective by the Commission under the Act, and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. The prospectus constituting a part of the Registration Statement at the time the Registration Statement was declared effective by the Commission and any amendment thereto has become effective under the prospectus supplement relating to the offering of the Shares pursuant to Rule 415 of the Rules and Regulations (the "Prospectus Supplement"), including all documents incorporated by reference in the prospectus, as from time to time amended or supplemented pursuant to the Act, the Securities Exchange Act upon filing. No stop order suspending of 1934, as amended (the effectiveness "Exchange Act"), or otherwise, are collectively referred to herein as the "Prospectus." Each preliminary prospectus supplement related to the offering of the Shares, if any, is herein referred to as a "Preliminary Prospectus Supplement." Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Registration Statement or Prospectus, as the case may be, and, in the case of any post-effective amendment reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rule 424(b) and prior to the termination of the offering of the Shares by the Underwriters. (b) The Commission has been not issued under the Act, no an order preventing or suspending the use of the Basic Prospectus, the any Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, relating to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales proposed offering of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicablenor instituted proceedings for that purpose. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the The Registration Statement contains and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto will contain all statements which are required to be stated therein by, and will conform, to the requirements of the Act and the Rules and Regulations. The documents incorporated by reference in the Prospectus, at the time they were filed or will be filed with the Commission, complies with conformed or will conform at the requirements time of the Act filing, in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus)the Act, (C) at any time the Company or any person acting on its behalf (within the meaningas applicable, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,rules and

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant toto the Agent that as of the date hereof, as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(l), and agree with as of the Manager that:time of each sale of any Placement Shares pursuant to this Agreement (each, an “Applicable Time”): (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with by the Commission, or became effective under and the Exchange ActProspectus, as the case may be, complied of its date and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each supplement and on any Settlement Date, containeddid not, contains or does not and will not contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company and the Operating Partnership make no representation and warranty with respect to any Agent Information (as defined in Section 9(a) hereof). (b) The Registration Statement has been declared effective by the Commission. Neither No order suspending the Prospectus nor effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Placement Shares has been initiated or, to the knowledge of the Company and the Operating Partnership, threatened by the Commission. The Registration Statement, as of the date hereof, and any post-effective amendment or supplement thereto, as of its issue date, applicable effective date and at the time of any filing each deemed effective date with the Commission respect to Agents pursuant to Rule 424(b430B(f)(2) or and at each Settlement Date, includedcomplied and will comply in all material respects with the Securities Act, includes or and did not and will include an not contain any untrue statement of a material fact or omittedomit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, omits will not contain any untrue statement of a material fact or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company and the Operating Partnership make no representation and warranty with respect to any Agent Information. Each Incorporated DocumentThe documents incorporated, or to be incorporated, by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as complied or will comply, in all respects to the case may be, when read together with requirements of the other information in Exchange Act. (c) Other than the Registration Statement, the General Disclosure Package or Statement and the Prospectus, the Company has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus (other than as referred to in clause (i) below) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the case may beSecurities Act or Rule 134 under the Securities Act or (ii) each electronic road show and any other written communications approved in writing in advance by the Agent. Each such Issuer Free Writing Prospectus complied and will comply in all material respects with the Securities Act (to the extent required thereby), and did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)information that conflicted, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and Prospectus, including any preliminary prospectus or other prospectus deemed to be a part thereof document incorporated by reference therein that has not been superseded or modifiedmodified and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company and the Operating Partnership make no representation and warranty with respect to any Agent Information. (d) The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rule 164 and Rule 433 under the Securities Act with respect to the offering of the Placement Shares contemplated by the Registration Statement and the Prospectus. (e) The Shares have been authorized for listing on the NYSE, subject to official notice of issuance and the Company is in material compliance with the rules of the NYSE, including, without limitation, the requirements for continued listing of the Common Stock on the NYSE, and there are no actions, suits or proceedings pending or, to the knowledge of the Company and the Operating Partnership, threatened or contemplated, and the Company has not received any notice from NYSE regarding the revocation of such listing or otherwise regarding the delisting of shares of Common Stock from the NYSE. (f) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Maryland has the corporate power and authority to own and lease, as the case may be, its property and to operate its property and conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not (i) have a material adverse effect on the assets, business, condition (financial or otherwise), earnings, properties, management, results of operations or prospects of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, or (ii) prevent or materially interfere with consummation of the transactions contemplated hereby (the occurrence of any such effect, prevention, interference or result described in the foregoing clauses (i) or (ii) being herein referred to as a “Material Adverse Effect”). (g) The Operating Partnership has been duly organized, is validly existing as a limited partnership in good standing under the laws of the State of Delaware has the full power and authority to own or lease, as the case may be, its property and to operate its property and conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing as a foreign limited partnership in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (h) Each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X) of the Company other than the Operating Partnership (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized, is validly existing as a corporation, limited partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, has the full power and authority to own or lease, as the case may be, its property and to operate its property and conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. All of the issued shares of capital stock, units of limited partnership interest and units of membership interest of each Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable, have been issued in compliance with applicable securities laws and were not issued in violation of any preemptive or similar rights. All of the issued and outstanding shares of capital stock, units of limited partnership interest and units of membership interest of each Subsidiary are owned by the Company or the Operating Partnership directly or indirectly, free and clear of all security interests, liens, mortgages, encumbrances, pledges, claims or other defects of any kind (collectively, “Liens”). Schedule 3 hereto specifically identifies all subsidiaries of the Company that are “significant subsidiaries” of the Company within the meaning of Rule 1-02(w) of Regulation S-X. (i) The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all corporate action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and consummation by it of the transactions contemplated hereby have been duly and validly taken. (j) The Operating Partnership has the partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all limited partnership action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly taken. (k) The statements in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the captions “Description of Offered Stock,” “Description of Common and Preferred Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Material Federal Income Tax Considerations,” “Additional Federal Income Tax Considerations” and “Plan of Distribution” insofar as such statements summarize agreements, documents or governmental proceedings discussed therein, are accurate, complete and fair summaries of such agreements, documents or governmental proceedings in all material respects. (l) The authorized and outstanding capitalization of the Company is as set forth in the Registration Statement and the Prospectus (except for subsequent issuances, if any, pursuant to (i) this Agreement, (ii) pursuant to reservations, agreements, employee benefit plans or dividend reinvestment or stock purchase plans referred to in the Registration Statement and the Prospectus, (iii) pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement and the Prospectus, including OP Units or (iv) unregistered issuances not required to be disclosed pursuant to the Exchange Act, the Securities Act or any rule or regulation promulgated thereunder). The authorized capital stock of the Company conforms and will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus under the caption “Description of Common and Preferred Stock.” (m) Except as described in the Registration Statement and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, units of partnership interest in the Operating Partnership (“OP Units”) or other ownership interests in the Operating Partnership are outstanding. (n) Except as described in the Registration Statement and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. (o) The Placement Shares to be sold by the Company have been duly authorized and, when issued and delivered against payment therefore in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Placement Shares will not be subject to or in violation of any preemptive or similar rights. Upon payment of the purchase price and issuance and delivery of the Placement Shares to be issued and sold by the Company in accordance herewith, the purchasers thereof will receive good, valid and marketable title to such Placement Shares, free and clear of all Liens. The certificates, if any, to be used to evidence the Placement Shares will be in substantially the form filed as an exhibit to, or incorporated by reference in, the Registration Statement and will be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the Articles of Amendment and Restatement, as amended or supplemented through the date hereof (the “Charter”), and Bylaws, as amended, of the Company and the requirements of the NYSE. (p) The Company is the holder, directly or indirectly, of the OP Units in the percentage described in the Registration Statement and the Prospectus. Summit Hotel GP, LLC, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The OP Units to be issued by the Operating Partnership to the Company upon contribution of the net proceeds from the sale of the Placement Shares have been duly authorized and, when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable, and the issuance of such OP Units will not be subject to or in violation of any preemptive or similar rights. (q) Neither of the Company’s nor the Operating Partnership’s securities are rated by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (r) Neither the execution and delivery by each of the Company and the Operating Partnership of, nor the performance by each of the Company and the Operating Partnership of its respective obligations under, this Agreement will conflict with, contravene, result in a breach or violation of, or imposition of, any Lien upon any property or other assets of the Company, the Operating Partnership or any Subsidiary pursuant to, or constitute a default (or give rise to any right of termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under: (i) any statute, law, rule, regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over any of the Company, the Operating Partnership or the Subsidiaries or any of their respective properties or other assets; (ii) the Charter or Bylaws of the Company, the Certificate of Limited Partnership and the First Amended and Restated Agreement of City Office REIT Limited Partnership of the Operating Partnership,, as amended (the “Partnership Agreement”), or similar organizational documents of any Subsidiary; or (iii) any contract, agreement, obligation, covenant or instrument or any term condition or provision thereof to which the Company, the Operating Partnership or any Subsidiary or any of their respective properties or other assets is subject or bound, except for such conflicts, breaches, violations, lien impositions or defaults that would not, individually or in the aggregate, have a material adverse effect. As used herein, “Repayment Event” means any event or condition which, without regard to compliance with any notice or other procedural requirements, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any of the Company, the Operating Partnership or the Subsidiaries.

Representations and Warranties of the Company and the Operating Partnership. (a) The Company and the Operating Partnership, jointly and severally severally, represent and warrant toto you, as of the date hereof, and agree with to you and each other Underwriter named in the Manager thatapplicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (a1) The Company met and the Operating Partnership meet the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares1933 Act. Each of the Registration Statement Statement, the Prospectus and any amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act upon filing. No and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto part thereof has been issued under the Act1933 Act and no proceeding for that purpose has been instituted or is pending or, no to the knowledge of the Company, is contemplated or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings proceeding for any of the foregoing purposes have that purpose has been instituted or are pending or, to the Company’s knowledgeknowledge of the Company or the Operating Partnership, are threatened. The Company has complied with each request (if any) from threatened by the Commission for additional or supplemental information. Each Incorporated Documentby the state securities authority of any jurisdiction. (2) The Registration Statement, at the time it was or hereafter is filed with became effective, complied, and the Commission, or became effective under Registration Statement and the Exchange Act, as the case may be, complied and Prospectus at each Representation Date will comply (as applicable) in all material respects with the requirements of the Exchange Act1933 Act and the 1933 Act Regulations. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “The Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it the Registration Statement became effective, complied in all material respects with the requirements of the Act. The Prospectus did not, and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Representation Date, contained, contains or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the date of the time of each Prospectus, at the Closing Time of Sale and at each Settlement Representation Date, none the Prospectus and any amendments and supplements thereto (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with an offering of (AUnderwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) the General Disclosure Package did not and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus nor made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through you expressly for use in the Registration Statement or the Prospectus. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Company has complied or will comply with the requirements of Rule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (3) Each preliminary prospectus, preliminary prospectus supplement and Prospectus Supplement filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, as or filed pursuant to Rule 424 under the 1933 Act, complied, when so filed, in all material respects with the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of its issue dateUnderwritten Securities will, at the time of any filing such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to Rule 424(bEDGAX, xxcept to the extent permitted by Regulation S-T. (4) The documents incorporated or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit deemed to state a material fact necessary in order to make the statements therein, be incorporated by reference in the light of the circumstances under which they were made, not misleading. Each Incorporated DocumentProspectus, at the time the Registration Statement became effective they were or when such documents incorporated by reference were hereafter are filed with the Commission, as complied and will comply in all material respects with the case may berequirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the case may beperiod specified in Section 3(f), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations . (5) Each of Price Waterhouse LLP and warranties in this subsection shall not apply to Ernst & Young LLP, the accounting firms that certified the financial statements in and supporting schedules included in, or omissions from incorporated by reference into, the Registration Statement and the Prospectus is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (or 6) The consolidated financial statements of the Company and the Operating Partnership incorporated by reference into the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any amendment thereto)other entity included therein, present fairly the financial position of the Company, the General Disclosure Package Operating Partnership and their consolidated subsidiaries, or such other entities, as the Prospectus (case may be, at the respective dates indicated and the statement of operations, stockholders' equity, partners' equity and cash flows of the Company, the Operating Partnership and their consolidated subsidiaries, or any amendment or supplement thereto) made in reliance upon and such other entities, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with written information furnished to generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the Company periods involved. The supporting schedules, if any, included in, or incorporated by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times reference into, the Registration Statement and the Prospectus present fairly the information required to be stated therein. The selected financial data and the summary financial information included in, or any amendments thereto were filed incorporated by reference into, the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the Commission, (B) at the time that of the most recent amendment audited financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus. The Company's and the Operating Partnership's ratios of earnings to fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Prospectus under the captions "Ratios of Earnings to Fixed Charges and Preferred Stock Dividends" and in Exhibit 12.1 to the Registration Statement for the purposes of complying have been calculated in compliance with Section 10(a)(3Item 503(d) of the Act (whether such amendment was by postRegulation S-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) K of the Exchange Commission. In addition, any pro forma financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of Rule 11-02 of Regulation S-X of the Commission, and the assumptions used in the preparation thereof are, in the opinion of the Company, reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and have been properly applied to the historical amounts in the compilation of such statements. Other than the historical financial statements (and schedules) included therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or form the 1933 Act Regulations to be included in the Registration Statement. (7) Since the respective dates as of prospectuswhich information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership and their Subsidiaries considered as one enterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business; (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties owned, directly or indirectly, by the Company, the Operating Partnership or their Subsidiaries (the "Properties") has occurred that is material to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise; (C) at there have been no transactions entered into by the Company, the Operating Partnership or any time Subsidiary, other than the merger with Columbus Realty Trust which will occur on October 24, 1997 (the "Merger") and other than those arising in the ordinary course of business, which are material with respect to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise or that would result, upon consummation, in any material inaccuracy in the representations contained in Section 1(a)(6) above; (D) neither the Company, the Operating Partnership nor any Subsidiary has incurred any material obligation or liability, direct, contingent or otherwise; and (E) there has been no material change in the short-term debt or long-term debt of the Company or the Operating Partnership. (8) The Company has been duly organized and is validly existing as a corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any person acting on its behalf Deposit Agreement, the Delayed Delivery Contracts (within as defined herein), if any and the meaning, for this clause only, of Rule 163(c)) made any offer relating other agreements to which it is a party. Prior to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereofMerger, the Company was duly qualified or registered as a foreign corporation to transact business in the States of Florida, North Carolina, Tennessee and Texas, and the Commonwealth of Virginia and the District of Columbia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. (9) Post GP Holdings, Inc. has been duly organized and is validly existing as a “well-known seasoned issuer” corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as defined described in Rule 405the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts, if any and the other agreements to which it is a party. Post GP Holdings, Inc. is duly qualified or registered as a foreign corporation to transact business and is in good standing in the States of Florida, North Carolina, Tennessee and Texas and the Commonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. (10) Post LP Holdings, Inc. is a corporation duly formed and is validly existing and in good standing under the laws of the State of Georgia. Post LP Holdings, Inc. has the power and authority to own, lease and operate its properties and conduct the business in which it is engaged and, to our knowledge, such corporation is duly qualified as a foreign corporation in the jurisdictions set forth in an exhibit to the opinion. All of the issued and outstanding shares of capital stock of Post LP Holdings, Inc. have been duly authorized and validly issued and fully paid. (11) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Georgia Revised Uniform Limited Partnership Act (the "Georgia Act") with partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Terms Agreement and the other agreements to which it is a party. The Registration Statement Operating Partnership is an “automatic shelf registration statement,” duly qualified or registered as defined a foreign partnership and is in Rule 405 good standing in the States of Florida, North Carolina, Tennessee and Texas and the SharesCommonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, since their registration on whether by reason of the Registration Statementownership, leasing or management of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. (12) Each of the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with partnership or corporate power and authority to conduct the business in which it is engaged and to own, lease and operate its properties as described in the Prospectus. Each of the Subsidiaries is duly qualified as a foreign partnership, corporation or other organization to transact business and is in good standing in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property, the management of properties by others or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. (13) The capitalization of the Company is as set forth in the Prospectus (except for subsequent issuances thereof, if any, contemplated under this Agreement, pursuant to employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus or pursuant to the Merger). Such shares of capital stock have been duly authorized and remain eligible for registration validly issued by the Company on and are fully paid and non-assessable, and none of such an “automatic shelf registration statement.” The Company has not received from shares of capital stock were issued in violation of preemptive or other similar rights arising by operation of law, under the Commission any notice pursuant to Rule 401(g)(2) objecting to the use charter and by-laws of the automatic shelf registration statement formCompany or under any agreement to which the Company, the Operating Partnership or any of their subsidiaries is a party, or otherwise. (e14) No issuer free writing prospectus (as defined in Rule 433 The capitalization of the Act) conflicts or will conflict with the information contained Operating Partnership is as set forth in the Registration Statement or the Prospectus and all of the outstanding partnership interests in the Operating Partnership have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the partnership interests owned by the Company are owned in the percentage amount set forth in the Prospectus free and clear of any preliminary prospectus security interest, mortgage, pledge, lien, encumbrance, claim or other prospectus deemed to equity except that following the Merger, the partnership interests of the Operating Partnership will be a part thereof owned by Post GP Holdings, Inc. and Post LP Holdings, Inc. The Company is the sole general partner of the Operating Partnership, except that has not been superseded or modified.following the Merger, the sole general partner of the Operating Partnership will be Post GP Holdings, Inc. (f15) The statements All of the issued and outstanding shares of capital stock and partnership interests, as the case may be, of each Subsidiary have been validly issued and fully paid and are owned by the Company, the Operating Partnership, another Subsidiary, and/or certain affiliated entities as described in the Registration Statement, the General Disclosure Package in each case free and the Prospectus under the captions “Description clear of Offered Stockany security interest, mortgage, pledge, lien,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, and agree with with, each of the Manager several Underwriters that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf A registration statement” (as defined in Rule 405) statement on Form S-3 S-11 (File No. 333-236637)47975) with respect to the Securities, including a related Basic Prospectusprospectus subject to completion, for has been filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and one or more amendments to such registration statement may have been so filed. After the execution of this Agreement, the Company will file with the Commission either (i) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (A) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Act or (B) if the Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and in the case of either clause (i)(A) or (i)(B) of this sentence as have been provided to and approved by the offering and sale Representatives prior to the execution of certain securitiesthis Agreement, or (ii) if such registration statement, as it may have been amended, has not been declared by the Commission to be effective under the Act, an amendment to such registration statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the SharesRepresentatives prior to the execution of this Agreement. Each The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Act for the purpose of registering certain additional Securities, which registration shall be effective upon filing with the Commission. As used in this Agreement, the term "Original Registration Statement" means the registration statement initially filed relating to the Securities, as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto has become effective under (including the Act upon filing. No stop order suspending the effectiveness of prospectus subject to completion, if any, included in the Registration Statement or any post-effective amendment or supplement thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with declared effective); the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic term "Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership," means:

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, and agree with with, the Manager thatUnderwriters as set forth below in this Section 1: (a) The Company met meets the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each Securities Act; each of the Registration Statement and any amendment thereto Rule 462(b) Registration Statement has become effective under the Securities Act upon filing. No and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto Rule 462(b) Registration Statement has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued Securities Act and no proceedings for any of the foregoing purposes that purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are threatened. The contemplated or threatened by the Commission; and the Company has complied to the Commission’s satisfaction with each any request (if any) from on the part of the Commission for additional information. (b) The Preliminary Prospectus when filed and the Registration Statement as of each effective date (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or supplemental information. Each Incorporated Documentotherwise under the Securities Act) and as of the date hereof, at complied or will comply, and the time it was Prospectus and any further amendments or hereafter is supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, or became effective under the Exchange Act, as the case may be, comply, in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (the “Trust Indenture Act”). The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the . (c) The Registration Statement is not available for the sales Statement, as of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement each effective date (including each deemed effective date with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein Underwriters pursuant to Item 12 of Form S-3, Rule 430B or otherwise under the Securities Act) and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at the Closing Time or any Option Closing Time, each Settlement Date. (c) Neither the Registration Statement nor any amendment theretoas defined herein, at its effective time or at each Settlement Datedid not, contained, contains or will and does not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As ; and the Preliminary Prospectus does not, and the Prospectus or any amendment or supplement thereto will not, as of the time of each Time of Sale applicable filing date, the date hereof and at the Closing Time and on each Settlement DateOption Closing Time (if any), none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither ; provided, however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing in reliance upon and in conformity with the Commission pursuant information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters by the Representatives to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit the Company expressly for use therein (that information being limited to state a material fact necessary in order to make the statements therein, that described in the light last sentence of the circumstances under which they were madefirst paragraph of Section 8(b) hereof); the documents incorporated by reference in the Registration Statement, not misleading. Each Incorporated Documentthe Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from . (d) As of 3:50 p.m. (Eastern time) on December 3, 2024 (the Registration Statement (or any amendment thereto“Initial Sale Time”), the General Disclosure Package did not, and at the time of each sale of Notes and at the Closing Time and each Option Closing Time, the Disclosure Package will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of the issue date or date of first use and at all subsequent times through the Initial Sale Time, each Issuer Free Writing Prospectus (did not, and at the time of each sale of Notes and at the Closing Time and each Option Closing Time, each such Issuer Free Writing Prospectus will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any amendment statement contained in or supplement thereto) made omitted from the Disclosure Package in reliance upon and in conformity with written the information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters by the Representatives to the Company by the Manager or any Alternative Manager expressly for use therein. therein (A) At that information being limited to that described in the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time last sentence of the most recent amendment to the Registration Statement for the purposes first paragraph of complying with Section 10(a)(38(b) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectushereof), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined In connection with this offering, the Company has not offered and will not offer the Notes in Rule 433 a manner in violation of the Securities Act; and the Company has not distributed and will not distribute any offering material in connection with the offer and sale of the Notes except for the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Registration Statement or for communications satisfying the requirements of Rule 134 under the Securities Act. (f) Each Issuer Free Writing Prospectus (including the Final Term Sheet), if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement Statement, Preliminary Prospectus or the Prospectus Prospectus, including any document incorporated by reference therein, and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (fg) The Company is eligible to use Free Writing Prospectuses in connection with this offering pursuant to Rules 164 and 433 under the Securities Act; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act; and each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act. (h) Except for the Issuer Free Writing Prospectuses identified in Schedule II hereto, the information set forth on Exhibit A and any electronic road show relating to the offering and sale of the Notes contemplated herein, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives, prepare, use or refer to, any Free Writing Prospectus. (i) The Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectuses (to the extent any such Issuer Free Writing Prospectus was required to be filed with the Commission) delivered to the Underwriters for use in connection with the public offering of the Notes contemplated herein have been and will be identical to the versions of such documents transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (j) The Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus. (k) The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. (l) There are no persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company or the Operating Partnership under the Securities Act, all of which registration or similar rights are fairly summarized in the Registration Statement, the Prospectus and the Disclosure Package. (m) The capitalization of the Company as of September 30, 2024 is as set forth under the heading “Capitalization” in the Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans or the exercise of convertible or exchangeable securities or options, in each case referred to in the Registration Statement, the Disclosure Package and the Prospectus). All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with federal and state securities laws and the requirements of the New York Stock Exchange, Inc. (the “NYSE”) and were not issued in violation of any preemptive, right of first refusal, or similar right. Attached as Schedule III is a true and complete list of each entity (other than a securitization entity) in which the Company has a direct or indirect majority equity or voting interest that is consolidated with the Company for financial reporting purposes under U.S. generally accepted accounting principles (each, a “Subsidiary” and, together, “Subsidiaries”). All of the issued and outstanding equity interests of each Subsidiary that is a significant subsidiary within the meaning of Regulation S-X (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) have been duly and validly authorized and issued, are fully paid and nonassessable, have been issued in compliance with federal and state securities laws and, if any of its securities are listed on the NYSE, the requirements of the NYSE, were not issued in violation of any preemptive, right of first refusal, or similar right and, except as set forth in the Disclosure Package and the Prospectus, or otherwise specified in Schedule III, are owned, directly or indirectly, by the Company free and clear of all liens. There are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any equity interests of the Company or any Subsidiary, except as set forth in the Disclosure Package and the Prospectus or held by the Company or any of its Subsidiaries. (n) Each of the Company and each Significant Subsidiary has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its property and to conduct its business, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, management, financial position, results of operations or prospects of the Company and the Subsidiaries taken as a whole (a “Material Adverse Effect”) or on the performance by the Company or the Operating Partnership of its obligations under this Agreement. (o) The Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the Disclosure Package; the Indenture conforms in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus, and the Disclosure Package; and the statements in the Registration Statement, the General Prospectus and the Disclosure Package under the headings “Additional U.S. Federal Income Tax Considerations” and “U.S. Federal Income Tax Considerations” fairly summarize in all material respects the legal matters therein described. (p) The execution and delivery of, and the performance by each of the Company and the Operating Partnership of its obligations under (including the issuance and sale of the Notes and the use of proceeds from the sale of the Notes as described in Disclosure Package and the Prospectus under the captions caption “Description Use of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law Proceeds”), this Agreement have been duly and Our Charter validly authorized by the Company and Bylaws,” “Description the Operating Partnership, and this Agreement has been duly executed and delivered by the Company and the Operating Partnership and, assuming due authorization, execution, delivery, validity, legally binding effect and enforceability hereof by you and thereof by the counterparties thereto, this Agreement constitutes the valid and legally binding agreements of the Partnership Agreement of City Office REIT Company and the Operating Partnership,, enforceable against the Company and the Operating Partnership in accordance with its terms, except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company’s and the Operating Partnership’s obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles, regardless whether enforcement is considered in a proceeding in equity or at law. The execution and delivery of, and the performance by, the Company of its obligations under the Indenture have been duly and validly authorized by the Company, and the Indenture constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company’s obligations thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles, regardless whether enforcement is considered in a proceeding in equity or at law. (q) The Notes to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued, authenticated and delivered against payment therefor in accordance with this Agreement and the Indenture, will constitute valid and legally binding obligations of the Company, except as may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles, regardless whether enforcement is considered in a proceeding in equity or at law, that may limit the right to specific enforcement of remedies and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (r) The Company has taken all necessary actions to ensure that the Notes will be approved for listing on the NYSE, subject to official notice of issuance; the Company has taken all necessary actions to ensure that, upon and at all times after the NYSE approves the Notes for listing, the Company is and will be in compliance in all material respects with all applicable corporate governance requirements set forth in the NYSE’s listing standards that are then in effect. (s) The Management Agreement pursuant to which the Manager acts as the manager and adviser of the Company, the Operating Partnership and their respective Subsidiaries, has been duly authorized, executed and delivered by each of the Company, the Operating Partnership and their respective Subsidiaries, as applicable, and constitutes a valid and binding agreement of each of the Company, the Operating Partnership and their respective Subsidiaries enforceable in accordance with its terms, except to

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, Partnership jointly and severally represent represents and warrant to, and agree with warrants to each of the Manager thatUnderwriters as follows: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637230393) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, has been filed with the Commission and became effective upon filing. The Company and the transactions contemplated by this equity underwriting agreement (this “Agreement”) meet the requirements and comply with the conditions for the use of Form S-3, including a related Basic Prospectus, for the transaction requirements set forth in General Instruction I.B.1 of such form. Such registration statement meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the base prospectus (meeting the requirements of the offering Rules and sale of certain securitiesRegulations) contained therein (the “Base Prospectus”) and the exhibits, including financial statements and schedules, as finally amended and revised, have heretofore been delivered by the SharesCompany to you. Each of Such registration statement, together with any registration statement filed by the Registration Statement and any amendment thereto has become effective Company pursuant to Rule 462(b) under the Act (“Rule 462(b) Registration Statement”), is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon filingRules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto to the Registration Statement has been issued filed as of the date of this Agreement. “Prospectus” means the Base Prospectus together with the final prospectus supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing . Any preliminary prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, relating to the Company’s knowledgeShares, are threatened. The Company has complied with each request (if any) from including any preliminary prospectus supplement relating to the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is Shares filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects together with the requirements Base Prospectus is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement foregoing documents shall be deemed to refer to and include such new registration statementthe filing of any document under the Securities Exchange Act of 1934, including all documents as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Rule 462(b) Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement and, in the case of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished reference herein to the Company Prospectus, also shall be deemed to include any documents incorporated by the Manager reference therein, and any supplements or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were thereto, filed with the Commission, (B) at Commission after the time date of filing of the most recent amendment final prospectus supplement under Rule 424(b) under the Act, and prior to the Registration Statement for the purposes of complying with Section 10(a)(3) termination of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) offering of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statementUnderwriters.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. (a) The Company and the Operating Partnership, jointly and severally severally, represent and warrant toto you, as of the date hereof, and agree with to you and each other Underwriter named in the Manager thatapplicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (a1) The Company met and the Operating Partnership meet the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares1933 Act. Each of the Registration Statement Statement, the Prospectus and any amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act upon filing. No and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto part thereof has been issued under the Act1933 Act and no proceeding for that purpose has been instituted or is pending or, no to the knowledge of the Company, is contemplated or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings proceeding for any of the foregoing purposes have that purpose has been instituted or are pending or, to the Company’s knowledgeknowledge of the Company or the Operating Partnership, are threatened. The Company has complied with each request (if any) from threatened by the Commission for additional or supplemental information. Each Incorporated Documentby the state securities authority of any jurisdiction. (2) The Registration Statement, at the time it was or hereafter is filed with became effective, complied, and the Commission, or became effective under Registration Statement and the Exchange Act, as the case may be, complied and Prospectus at each Representation Date will comply (as applicable) in all material respects with the requirements of the Exchange Act1933 Act and the 1933 Act Regulations. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “The Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it the Registration Statement became effective, complied in all material respects with the requirements of the Act. The Prospectus did not, and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Representation Date, contained, contains or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the date of the time of each Prospectus, at the Closing Time of Sale and at each Settlement Representation Date, none the Prospectus and any amendments and supplements thereto (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with an offering of (AUnderwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) the General Disclosure Package did not and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus nor made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through you expressly for use in the Registration Statement or the Prospectus. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Company has complied or will comply with the requirements of Rule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (3) Each preliminary prospectus, preliminary prospectus supplement and Prospectus Supplement filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, as or filed pursuant to Rule 424 under the 1933 Act, complied, when so filed, in all material respects with the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of its issue dateUnderwritten Securities will, at the time of any filing such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to Rule 424(bEDGAX, xxcept to the extent permitted by Regulation S-T. (4) The documents incorporated or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit deemed to state a material fact necessary in order to make the statements therein, be incorporated by reference in the light of the circumstances under which they were made, not misleading. Each Incorporated DocumentProspectus, at the time the Registration Statement became effective they were or when such documents incorporated by reference were hereafter are filed with the Commission, as complied and will comply in all material respects with the case may berequirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the case may beperiod specified in Section 3(f), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations . (5) Each of Price Waterhouse LLP and warranties in this subsection shall not apply to Ernst & Young LLP, the accounting firms that certified the financial statements in and supporting schedules included in, or omissions from incorporated by reference into, the Registration Statement and the Prospectus is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (or 6) The consolidated financial statements of the Company and the Operating Partnership incorporated by reference into the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any amendment thereto)other entity included therein, present fairly the financial position of the Company, the General Disclosure Package Operating Partnership and their consolidated subsidiaries, or such other entities, as the Prospectus (case may be, at the respective dates indicated and the statement of operations, stockholders' equity, partners' equity and cash flows of the Company, the Operating Partnership and their consolidated subsidiaries, or any amendment or supplement thereto) made in reliance upon and such other entities, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with written information furnished to generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the Company periods involved. The supporting schedules, if any, included in, or incorporated by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times reference into, the Registration Statement and the Prospectus present fairly the information required to be stated therein. The selected financial data and the summary financial information included in, or any amendments thereto were filed incorporated by reference into, the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the Commission, (B) at the time that of the most recent amendment audited financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus. The Company's and the Operating Partnership's ratios of earnings to fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Prospectus under the captions "Ratios of Earnings to Fixed Charges and Preferred Stock Dividends" and in Exhibit 12.1 to the Registration Statement for the purposes of complying have been calculated in compliance with Section 10(a)(3Item 503(d) of the Act (whether such amendment was by postRegulation S-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) K of the Exchange Commission. In addition, any pro forma financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of Rule 11-02 of Regulation S-X of the Commission, and the assumptions used in the preparation thereof are, in the opinion of the Company, reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and have been properly applied to the historical amounts in the compilation of such statements. Other than the historical financial statements (and schedules) included therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating 1933 Act Regulations to the Shares be included in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e7) No issuer free writing prospectus (Since the respective dates as defined in Rule 433 of the Act) conflicts or will conflict with the which information contained is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership and their Subsidiaries considered as one enterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business; (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties owned, directly or indirectly, by the Company, the Operating Partnership or their Subsidiaries (the "Properties") has occurred that is material to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise; (C) there have been no transactions entered into by the Company, the Operating Partnership or any Subsidiary, other than those arising in the ordinary course of business, which are material with respect to the Company, the Operating Partnership and their Subsidiaries considered as one enterprise or that would result, upon consummation, in any material inaccuracy in the representations contained in Section 1(a)(6) above; (D) neither the Company, the Operating Partnership nor any Subsidiary has incurred any material obligation or liability, direct, contingent or otherwise; and (E) there has been no material change in the short-term debt or long-term debt of the Company or the Operating Partnership. (8) The Company has been duly organized and is validly existing as a corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any preliminary prospectus Deposit Agreement, the Delayed Delivery Contracts (as defined herein), if any and the other agreements to which it is a party. The Company is duly qualified or registered as a foreign corporation to transact business in the States of ________________ and each other prospectus deemed jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to be so qualify or register would not have a part thereof that has not been superseded or modifiedMaterial Adverse Effect. (f9) Post GP Holdings, Inc. has been duly organized and is validly existing as a corporation in good standing under the Georgia Business Corporation Code with corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts, if any and the other agreements to which it is a party. Post GP Holdings, Inc. is duly qualified or registered as a foreign corporation to transact business and is in good standing in the States of Florida, North Carolina, Tennessee and Texas and the Commonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of Post GP Holdings, Inc. have been duly authorized and validly issued and fully paid. (10) Post LP Holdings, Inc. is a corporation duly formed and is validly existing and in good standing under the laws of the State of Georgia. Post LP Holdings, Inc. has the power and authority to own, lease and operate its properties and conduct the business in which it is engaged and, to our knowledge, such corporation is duly qualified as a foreign corporation in the jurisdictions set forth in an exhibit to the opinion. All of the issued and outstanding shares of capital stock of Post LP Holdings, Inc. have been duly authorized and validly issued and fully paid. (11) The statements Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Georgia Revised Uniform Limited Partnership Act (the "Georgia Act") with partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Terms Agreement and the other agreements to which it is a party. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in the States of Florida, North Carolina, Tennessee and Texas and the Commonwealth of Virginia and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. (12) Each of the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with partnership or corporate power and authority to conduct the business in which it is engaged and to own, lease and operate its properties as described in the Prospectus. Each of the Subsidiaries is duly qualified as a foreign partnership, corporation or other organization to transact business and is in good standing in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property, the management of properties by others or the conduct of business except where the failure to so qualify or register would not have a Material Adverse Effect. (13) The capitalization of the Company is as set forth in the Prospectus (except for subsequent issuances thereof, if any, contemplated under this Agreement, pursuant to employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus). Such shares of capital stock have been duly authorized and validly issued by the Company and are fully paid and non-assessable, and none of such shares of capital stock were issued in violation of preemptive or other similar rights arising by operation of law, under the charter and by-laws of the Company or under any agreement to which the Company, the Operating Partnership or any of their subsidiaries is a party, or otherwise. (14) The capitalization of the Operating Partnership is as set forth in the Prospectus and all of the outstanding partnership interests in the Operating Partnership have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the partnership interests owned, directly or indirectly, by the Company are owned in the percentage amount set forth in the Prospectus free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. The Company, directly or indirectly, is the sole general partner of the Operating Partnership. (15) All of the issued and outstanding shares of capital stock and partnership interests, as the case may be, of each Subsidiary have been validly issued and fully paid and are owned by the Company, the Operating Partnership, another Subsidiary, and/or certain affiliated entities as described in the Registration Statement, the General Disclosure Package in each case free and the Prospectus under the captions “Description clear of Offered Stockany security interest, mortgage, pledge, lien,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, jointly and severally severally, represent and warrant towarrant, as of the date of this Agreement and agree with as of the Manager November Closing Date, that: (ai) The Company met the requirements for use of Form S-3 under the Act at the time it has prepared and filed with the Commission an a “automatic shelf shelf” registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637114283), including ; such registration statement has been declared effective by the Commission; the Commission has not issued a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued such registration and no proceedings for any of the foregoing purposes have been instituted or are proceeding is pending or, to the Company’s knowledge, are threatenedthreatened that could result in the effectiveness of such registration statement being suspended. The To the knowledge of the Company, the Company has complied to the Commission’s satisfaction with each any request (if any) from on the part of the Commission for additional or supplemental information. Each Incorporated Document, at The Company and the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as transactions contemplated by this Agreement meet the requirements for the use of Form S-3 under the Securities Act. Following the exercise of the option contained in Section 1.2(a) hereof by either the Investor or the Company, the Company is will promptly file with the Commission a prospectus supplement (the “Prospectus Supplement”) specifically relating to the November Shares pursuant to Rule 424 under the Securities Act; upon the filing of the Prospectus Supplement, the November Shares will be registered under the Securities Act and upon issuance, the Investor will receive registered November Shares pursuant to this registration statement. Notwithstanding the foregoing, or any other provision of this Agreement, the Company will not be obligated to file a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable Prospectus Supplement, and the issuance of the November Shares to make the representations set forth in Section 2(d) at any time when such representations are requiredInvestor will not be required to be registered pursuant to this subsection, if, prior to the November Closing Date, the Company shall file a new registration statement with respect to any additional have requested in writing that the Investor accept unregistered November Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in under this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3Agreement, and all references the Investor shall have agreed in writing to “Basic Prospectus” included in this Agreement shall be deemed do so. In response to include such written request from the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration StatementCompany, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,Investor shall

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally Partnership represent and warrant to, and agree with the Manager to each Underwriter that: (a) The Company met Each prospectus or preliminary prospectus included as part of the requirements for use registration statement as originally filed, or as part of Form S-3 any amendment or supplement thereto that is related to the Shares, or filed pursuant to Rule 424 under the Act at that is related to the time it Shares, complied when so filed in all material respects with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act provisions of the offering Act, except that this representation and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any post-effective amendment thereto Underwriter furnished to the Company in writing by or on behalf of any Underwriter through you expressly for use therein. The Commission has been not issued under the Act, no any order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued Preliminary Prospectus. (b) The Company and no proceedings the transactions contemplated by this Agreement meet the requirements for any of using Form S-3 under the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatenedAct. The Company has complied with each request (if any) from Registration Statement in the Commission for additional form in which it became or supplemental information. Each Incorporated Document, at becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the time it was Prospectus and any supplement or hereafter is amendment thereto when filed with the Commission, or became effective Commission under Rule 424(b) under the Exchange Act, as the case may be, complied and or will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements provisions of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations , except that this representation and warranties in this subsection shall warranty does not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Manager or on behalf of any Alternative Manager Underwriter through you expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, Partnership hereby jointly and severally represent and warrant towarrant, as of the date hereof and agree at all times during the term of this Agreement (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Company and the Operating Partnership only make such representations and warranties as of such date or dates), as follows: 2.1 In connection with the Manager that: (a) The Offering, the Company met the requirements for use of Form S-3 under the Act at the time it has prepared and filed with the Securities and Exchange Commission an (the “automatic shelf Commission”), a registration statement” (as defined in Rule 405) statement on Form S-3 S-11 (File No. 333-236637333- ), including a related Basic Prospectuspreliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the offering “Securities Act”), and sale the applicable rules and regulations of certain securitiesthe Commission promulgated under the Securities Act (the “Securities Act Rules and Regulations”). The Company has prepared and filed such amendments thereto, including if any, and such amended preliminary prospectuses, if any, as may have been required by the SharesCommission through the date hereof and will file such additional amendments and supplements thereto as may hereafter be required. Each of As used in this Agreement, the term “Registration Statement” means the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending prospectus contained therein, as finally amended as of the effectiveness of date the Registration Statement or is declared effective by the Commission, provided that, if the Company files any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, amendments to the Company’s knowledgeRegistration Statement, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included shall refer to the Registration Statement as so amended by the last post-effective amendment declared effective by the Commission; the term “Effective Date” means the applicable date upon which the Registration Statement was first declared effective by the Commission and the date upon which each subsequent post-effective amendment to the Registration statement is declared effective by the Commission; the term “Prospectus” means, and as used in this Agreement shall be deemed to include such new registration statementrefer to and include, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3as appropriate, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include (a) the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each prospectus constituting a part of the Registration Statement as of the initial and any post-effective amendment theretosubsequent Effective Date, at (b) the time it became effective, complied in all material respects prospectus filed with the requirements of Commission pursuant to Rule 424(b) after the Act. The Prospectus Registration Statement is initially declared effective by the Commission, and (b) any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time to the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement otherwise; and the term “Filing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make ” means the statements therein, in applicable date upon which the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the initial Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were is filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally represent and warrant to, and agree with the Manager that: (a) The Company met and Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637"OPERATING PARTNERSHIP"), including a related Basic Prospectusjointly and severally, for registration under the Act of the offering represent and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, warrant to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects you as of the date hereof (if filed with the Commission on or prior and to the date hereof) you and will comply with the requirements each of the Act other U.S. Underwriters named in all material respects the applicable U.S. Terms Agreement as of the time of date thereof (in each sale of Shares pursuant to this Agreement (eachcase, a “Time of Sale”) and at each Settlement Date."U.S. REPRESENTATION DATE"), as follows: (ci) Neither the The Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make and the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing U.S. Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed effective, complied, and at each U.S. Representation Date will comply, in all material respects, with the Commission, as requirements of the case may be, when read together with 1933 Act and the other information in 1933 Act Regulations; the Registration Statement, at the General Disclosure Package or time the Prospectus, as the case may beRegistration Statement became effective, did not not, and as of each U.S. Representation Date will not include not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The U.S. Prospectus, as of the date hereof does, and as of each U.S. Representation Date (unless the term "Prospectus" refers to a prospectus that has been provided to the U.S. Underwriters by the Company for use in connection with the offering of Registered Securities that differs from a Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to the U.S. Underwriters for such use) and at Closing Time and each Date of Delivery referred to in Sections 2(b) and 2(c) hereof, will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and, as of the date hereof does not, and as of each U.S. Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the U.S. Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly through you specifically for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained inclusion in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modifiedU.S. Prospectus. (fii) The No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the U.S. Prospectus has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. (iii) Each of Arthxx Xxxexxxx XXX, the accounting firm whose report on the financial statements and supporting schedule of the Company is included in the Registration Statement, and any other accounting firm whose report on financial statements is included in the General Disclosure Package Registration Statement, is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (iv) The financial statements (including the notes thereto) included in the Registration Statement and the U.S. Prospectus present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified, and except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The financial information and data included in the Registration Statement and the U.S. Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements included in the Registration Statement and the U.S. Prospectus and the books and records of the respective entities presented therein. The pro forma financial information included in the U.S. Prospectus has been prepared in accordance with the applicable requirements of Rules 11-01 and 11-02 of Regulation S-X under the captions “Description 1933 Act and other 1933 Act Regulations and American Institute of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law Certified Public Accountants ("AICPA") guidelines with respect to pro forma financial information and Our Charter and Bylaws,” “Description includes all adjustments necessary to present fairly the pro forma financial position of the Partnership Agreement respective entity or entities presented therein at the respective dates indicated and the results of City Office REIT their operations for the respective periods specified. Other than the historical and pro forma financial statements (and schedule) included therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement. Except as reflected or disclosed in the financial statements included in the Registration Statement or otherwise set forth in the Prospectus, none of the Company, the Operating Partnership, any of the Subsidiaries or the Residential Development Corporations (as such terms are hereinafter defined) is subject to any material indebtedness, obligation, or liability, contingent or otherwise. (v) Since the respective dates as of which information is given in the Registration Statement and the U.S. Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations, considered as one enterprise, whether or not arising in the ordinary course of business, (vi) The Company has been duly formed as a real estate investment trust under the laws of the State of Texas with power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the U.S. Prospectus and to enter into and perform its obligations under this Agreement. According to the County Clerk of Tarrant County, Texas, the Restated Declaration of Trust of the Company is recorded in Volume 12645, beginning at Page 1811, in the records of the County Clerk. The Restated Declaration of Trust is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise. (vii) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act (the "DELAWARE ACT") with (viii) Each of the Subsidiaries and the Residential Development Corporations has been duly organized and is validly existing as a corporation, limited partnership, or limited liability company, as the case may be, in good standing under the laws of its respective state of organization, with full power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the U.S.

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, jointly and severally severally, hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant toto each Underwriter on the Closing Date, and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become been declared effective under by the Act upon filingCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under by the ActCommission, and no order preventing proceeding for that purpose or suspending the use pursuant to Section 8A of the Basic Prospectus, Securities Act against the Prospectus Supplement, Company or related to the Prospectus or any free writing prospectus offering of the Notes has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are threatened. The Company has complied with each request threatened by the Commission. (if anyb) from At the Commission for additional or supplemental information. Each Incorporated Documenttime of initial filing of the Registration Statement, at the earliest time it was thereafter that the Company or hereafter is filed with another offering participant made a bona fide offer (within the Commission, or became effective meaning of Rule 164(h)(2) under the Exchange Securities Act) of the Notes, as on the case may bedate hereof and on the Closing Date, complied the Company was not, is not and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a be an “well-known seasoned ineligible issuer” (as defined in Rule 405 or otherwise is unable to make under the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date). (c) Neither The Registration Statement and the Prospectus conformed, and any amendment to the Registration Statement nor any amendment theretofiled after the date hereof will conform in all material respects on the date hereof and on the Closing Date to the requirements of the Securities Act. The Preliminary Prospectus conformed, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required and the Prospectus to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing filed with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or under the Securities Act will include an untrue statement of a conform in all material fact or omitted, omits or will omit respects to state a material fact necessary in order to make the statements therein, in the light requirements of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Securities Act. (d) The Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include as of its effective date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply ; provided, that no representation or warranty is made as to statements information contained in or omissions omitted from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by the Manager or on behalf of any Alternative Manager expressly Underwriter specifically for use inclusion therein, which information is specified in Section 15 hereof. (Ae) At The Prospectus will not, as of its date and on the respective times Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (f) Any documents incorporated by reference into the Registration Statement or any amendments thereto and the Prospectus pursuant to Item 12 of Form S-3 (the “Incorporated Documents”) heretofore filed, when they were filed (or, if any amendment with the Commissionrespect to any such document was filed, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether when such amendment was by post-effective amendmentfiled), incorporated report filed pursuant to Section 13 or 15(d) conformed in all material respects with the requirements of the Exchange Act or form and the rules and regulations thereunder, and any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of prospectusthe Exchange Act and the rules and regulations thereunder; no such Incorporated Document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further Incorporated Document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (Cg) The Time of Sale Information does not, and will not at any time the Time of Sale, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any person acting Underwriter specifically for inclusion therein, which information is specified in Section 15 hereof. (h) Each Issuer Free Writing Prospectus (including, without limitation, any “road show” (as defined in Rule 433 under the Securities Act) that is a free writing prospectus under Rule 433 under the Securities Act), when considered together with the Time of Sale Information at the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied with all of its behalf (within prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the meaning, for this clause only, of Rule 163(c)) Securities Act. The Company has not made any offer relating to the Shares in reliance on Notes that would constitute an Issuer Free Writing Prospectus without the exemption prior written consent of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405Representative. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not received from the Commission any notice required to be filed pursuant to Rule 401(g)(2) objecting the Securities Act. The Company has taken all actions necessary so that any road show in connection with the offering of the Notes will not be required to be filed pursuant to the use of the automatic shelf registration statement formSecurities Act. (ej) No issuer free writing prospectus (as defined in Rule 433 The capitalization of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements Company as of December 31, 2020 is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. All the outstanding shares of capital stock of the Company have been, and as of the Closing Date, will be, duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; except as described in the Time of Sale Information and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants or similar rights to subscribe for, or contractual obligations to issue, sell, transfer or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Notes to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; the capital stock of the Company conforms to the description thereof in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto). (k) Each of the Company, the Operating Partnership and their subsidiaries is duly formed or organized and validly existing as a corporation, limited liability company, limited partnership or other organization in good standing under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description laws of the jurisdiction of its incorporation, formation or organization with full corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition, business, properties, assets, net worth, results of operations or prospects of the Company, the Operating Partnership and their subsidiaries, taken as a whole (financial or otherwise) (a “Material Adverse Effect”). (l) The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including the issuance and sale of City Office REIT Operating Partnership,the Notes and the use of proceeds from the sale of the Notes as described therein under the caption “Use of Proceeds”) and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly taken. (m) The Notes to be purchased by the Underwriters pursuant to this Agreement have been duly authorized for issuance, sale and delivery and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the issuance of such Notes will not be subject to any preemptive, co-sale right, registration right, right of first refusal or similar rights. (n) All of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”): (i) have been duly authorized and validly issued, are fully paid and nonassessable and (ii) have been issued in compliance with federal and state securities laws.

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating PartnershipPartnership represent and warrant, jointly and severally represent and warrant toseverally, and agree with the Manager to each Underwriter that: (a) The Company met A. Each prospectus or preliminary prospectus included as part of the requirements for use registration statement as originally filed, or as part of Form S-3 any amendment or supplement thereto that is related to the Shares, or filed pursuant to Rule 424 under the Act at that is related to the time it Shares, complied when so filed in all material respects with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act provisions of the offering Act, except that this representation and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any post-effective amendment thereto Underwriter furnished to the Company in writing by or on behalf of any Underwriter through Merrxxx Xxxcx xxxressly for use therein. The Commission has been not issued under the Act, no any order preventing or suspending the use of the Basic Prospectus, . B. The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Act. The Registration Statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the Prospectus Supplement, the Prospectus and any supplement or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is amendment thereto when filed with the Commission, or became effective Commission under Rule 424(b) under the Exchange ActAct complied or will comply, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements provisions of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were did not or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commissionnot, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations , except that this representation and warranties in this subsection shall warranty does not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Manager or on behalf of any Alternative Manager expressly Underwriter through Merrxxx Xxxcx xxxressly for use therein. C. The Incorporated Documents heretofore filed, when they were filed (Aor, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the requirements of the Exchange Act, and any further Incorporated Documents so filed will, when they are filed, comply in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. D. All the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights; the Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; and the authorized and outstanding capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus. The Preferred Units, when issued to the Company (or one or more of its wholly-owned subsidiaries), will have been duly authorized and validly issued by the Operating Partnership. Except as described in, or contemplated by, the Registration Statement and the Prospectus, there are no outstanding options, convertible or exchangeable securities, warrants or other rights calling for the issuance of capital stock of the Company or equity, partnership, membership or beneficial interests in the subsidiaries of the Company identified in Schedule II hereto (individually, a "Subsidiary" and, collectively, the "Subsidiaries"). E. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Maryland with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to qualify does not have a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its subsidiaries, taken as a whole. F. Each Subsidiary is a corporation, limited partnership, limited liability company or trust, as the case may be, duly organized or formed and validly existing under the laws of its jurisdiction of organization or formation, with corporate, limited partnership, limited liability company or trust power and authority, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to conduct its business in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification, except where the failure so to qualify does not have a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its subsidiaries, taken as a whole. G. All of the shares of capital stock, partnership interests, limited liability company membership interests or trust beneficial interests, as the case may be, issued by the Subsidiaries or created by agreements to which the Subsidiaries are parties, (i) At have been duly and validly issued or created (and in the respective times case of capital stock are fully paid and nonassessable) and (ii) are owned or held, directly or indirectly through Subsidiaries, by the Company in the percentage amounts set forth on Schedule II hereto free and clear of any security interest, lien, adverse claim, equity or other encumbrance (each of the foregoing, a "Lien"), except for such Liens as (i) are described in the Registration Statement or any amendments thereto were filed with the CommissionProspectus, or (Bii) at are set forth in Schedule II, or (iii) would not have a material adverse effect on the time financial condition, business, properties, or results of operations of the most recent amendment to the Registration Statement for the purposes Company and its subsidiaries, taken as a whole. H. As of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was indirectly owned, in the aggregate, approximately an 88% interest in the Operating Partnership free and is a “wellclear of all Liens. A wholly-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by owned subsidiary of the Company on such an “automatic shelf registration statement.” The Company has not received from is the Commission any notice pursuant to Rule 401(g)(2) objecting to the use sole general partner of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,the

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, to and agree with the Manager each Agent that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an An “automatic shelf registration statement” (the “registration statement”) as defined in Rule 405) 405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Act”), on Form S-3 (File No. 333-236637)214579) in respect of the Shares, including a related Basic Prospectusform of prospectus, for has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The registration under statement contains, or incorporates by reference to documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), certain information concerning the offering and sale of certain securitiesthe Preferred Stock, including the Shares. Each of , and contains or incorporates by reference additional information concerning the Registration Statement Company and any amendment thereto its business; the Commission has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been not issued under the Act, no an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or, to the Company’s or the Operating Partnership’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Sections 4(f) or (g) of this Agreement, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, and (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto (other than a prospectus supplement relating solely to an offering of securities other than the Shares), as of the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agents in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. Notwithstanding the foregoing, if any revised basic prospectus, prospectus supplement or prospectus shall be provided to the Agents by the Company for use in connection with the offering and sale of the Shares which differs from the Basic Prospectus, Prospectus Supplement or Prospectus, as the case may be (whether or not such revised basic prospectus, prospectus supplement or prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Act), the terms “Basic Prospectus,” “Prospectus Supplement” and “Prospectus” shall refer to such revised basic prospectus, prospectus supplement or prospectus, as the case may be, from and after the time it is first provided to the Agents for such use. “Permitted Free Writing Prospectuses,” as used herein, means the documents listed on Schedule A attached hereto and any other “issuer free writing prospectus” (as defined in Rule 433 of the Act) that the Company and the Agents shall agree from time to time is a Permitted Free Writing Prospectus. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modifiedincorporated therein by reference. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, and agree with with, the Manager Underwriters that: (a) The Company met has filed with the requirements for use of Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-19279), and any amendments thereto, and a related preliminary prospectus for the registration under the Securities 2 Act at of 1933, as amended (the time "Securities Act") of preferred stock, common stock (including the Shares) and warrants to purchase shares of preferred stock or common stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to you. Such registration statement, in the form in which it was declared effective, as amended, including all documents incorporated or deemed to be incorporated by reference therein through the date hereof, is hereinafter referred to as the "Initial Registration Statement." Other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement") filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission an “automatic shelf registration statement” (as defined in other than prospectuses filed pursuant to Rule 405424(b) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration of the rules and regulations of the Commission under the Act of Act, each in the offering and sale of certain securities, including form heretofore delivered to the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filingRepresentatives). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under and the ActRule 462(b) Registration Statement, no order preventing or suspending the use of the Basic Prospectusif any, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings proceeding for any of the foregoing purposes have that purpose has been instituted or are pending initiated or, to the Company’s 's knowledge, are threatenedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements various parts of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included prospectus contained in any such the registration statement at the time such part of the registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, each as amended at the time it such part of the registration statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, complied in all material respects with are hereafter collectively called the requirements of the Act. "Registration Statement." The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior Company proposes to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing file with the Commission pursuant to Rule 424(b) or at each Settlement Dateof the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") the Prospectus Supplement (as defined in Section 4(j) hereof) and the prospectus dated February 25, included1997 (the "Base Prospectus"), includes or will include an untrue statement and has previously advised you of a material fact or omitted, omits or will omit all further information (financial and other) with respect to state a material fact necessary in order to make the statements Company set forth therein. The Base Prospectus together with the Prospectus Supplement, in their respective forms on the light date hereof (being the forms in which they are to be filed with the Commission pursuant to Rule 424(b) of the circumstances under which they were madeSecurities Act Regulations), not misleading. Each Incorporated Document, at the time the Registration Statement became effective including all documents incorporated or when such documents deemed to be incorporated by reference were filed therein through the date hereof, are hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Commissionoffering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, when read together with from and after the other information time it is first provided to the Underwriters for such use. As used herein, the term "date of the Prospectus" shall be deemed to refer to the date of the applicable Prospectus Supplement. Any preliminary prospectus or prospectus subject to completion included in the Registration StatementStatement or filed with the Commission pursuant to Rule 424 under the Securities Act, is hereafter called a "Preliminary Prospectus." Unless the General Disclosure Package context otherwise requires, all references in this Agreement to documents, financial statements and schedules and other information which is "contained", "included", "stated", "described in" or "referred to" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties all references in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,this

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, and agree with with, each of the Manager several Underwriters that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf A registration statement” (as defined in Rule 405) statement on Form S-3 S-11 (File No. 333-236637)51599) with respect to the Securities, including a related Basic Prospectusprospectus subject to completion, for registration has been filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the offering "Act"), and sale one or more amendments to such registration statement may have been so filed. After the execution of certain securitiesthis Agreement, including the Shares. Each of Company will file with the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto Commission either (i) if such registration statement, as it may have been amended, has been issued declared by the Commission to be effective under the Act, no order preventing or suspending either (A) if the use of Company relies on Rule 434 under the Basic ProspectusAct, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, a Term Sheet (as hereinafter defined) relating to the Company’s knowledgeSecurities, are threatened. The Company has complied with each request that shall identify the Preliminary Prospectus (if anyas hereinafter defined) from the Commission for additional that it supplements containing such information as is required or supplemental information. Each Incorporated Documentpermitted by Rules 434, at the time it was or hereafter is filed with the Commission, or became effective 430A and 424(b) under the Exchange Act or (B) if the Company does not rely on Rule 434 under the Act, as a prospectus in the case may be, complied and will comply (as applicable) form most recently included in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable an amendment to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and in the case of either clause (i)(A) or (i)(B) of this sentence as have been provided to become effective as promptly as practicable. After and approved by the effectiveness Representatives prior to the execution of any this Agreement, or (ii) if such registration statement, all references as it may have been amended, has not been declared by the Commission to “Registration Statement” included in this Agreement shall be deemed effective under the Act, an amendment to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final a form of prospectus, including all documents incorporated therein a copy of which amendment has been furnished to and approved by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or Representatives prior to the date hereof) and will comply with the requirements execution of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, Agreement. The Company may also file a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue related registration statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b462(b) or at each Settlement Dateunder the Act for the purpose of registering certain additional Securities, includedwhich registration shall be effective upon filing with the Commission. As used in this Agreement, includes or will include an untrue the term "Original Registration Statement" means the registration statement of a material fact or omittedinitially filed relating to the Securities, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement became effective or when such documents incorporated by reference were Statement" means any registration statement filed with the Commission, as Commission pursuant to Rule 462(b) under the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from Act (including the Registration Statement (as hereinafter defined) and any Preliminary Prospectus or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) incorporated therein at the time of the most recent amendment to the such Registration Statement for becomes effective); the purposes of complying with Section 10(a)(3) of term "Registration Statement" includes both the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Original Registration Statement is an “automatic shelf registration statement,” as defined in and any Rule 405 and the Shares, since their registration on the 462(b) Registration Statement, have been and remain eligible for registration by ; the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing term "Preliminary Prospectus" means each prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,subject to

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, to and agree with the Manager each Agent that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an An “automatic shelf registration statement” (the “registration statement”) as defined in Rule 405) 405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Act”), on Form S-3 (File No. 333-236637)234631) in respect of the Shares, including a related Basic Prospectusform of prospectus, for has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The registration under statement contains, or incorporates by reference to documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), certain information concerning the offering and sale of certain securitiesthe Preferred Stock, including the Shares. Each of , and contains or incorporates by reference additional information concerning the Registration Statement Company and any amendment thereto its business; the Commission has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been not issued under the Act, no an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or, to the Company’s or the Operating Partnership’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Sections 4(f) or (g) of this Agreement, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, and (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto (other than a prospectus supplement relating solely to an offering of securities other than the Shares), as of the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agents in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. Notwithstanding the foregoing, if any revised basic prospectus, prospectus supplement or prospectus shall be provided to the Agents by the Company for use in connection with the offering and sale of the Shares which differs from the Basic Prospectus, Prospectus Supplement or Prospectus, as the case may be (whether or not such revised basic prospectus, prospectus supplement or prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Act), the terms “Basic Prospectus,” “Prospectus Supplement” and “Prospectus” shall refer to such revised basic prospectus, prospectus supplement or prospectus, as the case may be, from and after the time it is first provided to the Agents for such use. “Permitted Free Writing Prospectuses,” as used herein, means the documents listed on Schedule A attached hereto and any other “issuer free writing prospectus” (as defined in Rule 433 of the Act) that the Company and the Agents shall agree from time to time is a Permitted Free Writing Prospectus. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modifiedincorporated therein by reference. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and First Washington Realty Limited Partnership, a Maryland limited partnership (the "Operating Partnership"), jointly and severally severally, represent and warrant to, and agree with with, the Manager Representatives that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf A registration statement” (as defined in Rule 405) statement on Form S-3 S-11 (File No. 333-23663715423) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), including a related Basic Prospectus, for registration under and the Act Rules and Regulations (the "Rules and Regulations") of the offering Securities and sale Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of certain securitiessuch registration statement, including any amendments thereto, the Shares. Each preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the "Registration Statement Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and any amendment thereto contained in the Prospectus referred to below, has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any and no post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be has been filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof of this Agreement. "Prospectus" means (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (Aa) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement form of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing prospectus first filed with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary (b) the last preliminary prospectus included in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became filed prior to the time it becomes effective or when such documents incorporated filed pursuant to Rule 424(a) under the Act that is delivered by reference were the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission, as Commission pursuant to Rule 424(b)(7) under the case may be, when read together with the other information Act. Each preliminary prospectus included in the Registration Statement, Statement prior to the General Disclosure Package or the time it became effective is herein referred to as a "Preliminary Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit ." Any reference herein to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Preliminary Prospectus or the Prospectus (or shall be deemed to refer to and include any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer supplements relating to the Shares in reliance on being issued and sold pursuant thereto filed with the exemption of Rule 163 and (D) at Commission after the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 filing of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under Rules 424(b) and 430A and prior to the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description termination of the Partnership Agreement offering of City Office REIT Operating Partnership,the Shares by the Underwriters.

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, Partnership hereby jointly and severally represent and warrant towarrant, and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof and at all times during the term of this Agreement (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Company and the Operating Partnership only make such representations and warranties as of such date or dates), as follows: 2.1 In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-11 (No. 333-179521), including a preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated under the Securities Act (the “Securities Act Rules and Regulations”). The Company has prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses, if any, as may have been required by the Commission through the date hereof and will file such additional amendments and supplements thereto as may hereafter be required. As used in this Agreement, (a) the term “Registration Statement” means, except as otherwise specified herein, the Registration Statement and the prospectus contained therein, as finally amended as of the date the Registration Statement is declared effective by the Commission, provided that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement as so amended by the last post-effective amendment declared effective by the Commission; the term “Effective Date” means the applicable date upon which the Registration Statement was first declared effective by the Commission and the date upon which each subsequent post-effective amendment to the Registration statement is declared effective by the Commission, (b) the term “Prospectus” means, except as otherwise specified herein, , as appropriate, (i) the prospectus constituting a part of the Registration Statement as of the initial and any subsequent Effective Date, (ii) the prospectus filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”Rule 424(b) and at each Settlement Date. (c) Neither after the Registration Statement nor any amendment theretois initially declared effective by the Commission, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (Biii) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes amendments or will include an untrue statement of a material fact or omitted, omits or will omit supplements to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing filed with the Commission pursuant to Rule 424(b) or at each Settlement otherwise, and (c) the term “Filing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make ” means the statements therein, in the light of the circumstances under applicable date upon which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were Prospectus or any amendment or supplement thereto is filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use thereinapplicable. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally severally, represent and warrant to, and agree with with, each of the Manager several Underwriters that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf A registration statement” (as defined in Rule 405) statement on Form S-3 S-11 (File No. 333-236637)33547) with respect to the Securities, including a related Basic Prospectusprospectus subject to completion, for registration has been filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the offering "Act"), and sale one or more amendments to such registration statement may have been so filed. After the execution of certain securitiesthis Agreement, including the Shares. Each of Company will file with the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto Commission either (i) if such registration statement, as it may have been amended, has been issued declared by the Commission to be effective under the Act, no order preventing or suspending either (A) if the use of Company relies on Rule 434 under the Basic ProspectusAct, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, a Term Sheet (as hereinafter defined) relating to the Company’s knowledgeSecurities, are threatened. The Company has complied with each request that shall identify the Preliminary Prospectus (if anyas hereinafter defined) from the Commission for additional that it supplements containing such information as is required or supplemental information. Each Incorporated Documentpermitted by Rules 434, at the time it was or hereafter is filed with the Commission, or became effective 430A and 424(b) under the Exchange Act or (B) if the Company does not rely on Rule 434 under the Act, as a prospectus in the case may be, complied and will comply (as applicable) form most recently included in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable an amendment to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and in the case of either clause (i)(A) or (i)(B) of this sentence as have been provided to become effective as promptly as practicable. After and approved by the effectiveness Representatives prior to the execution of any this Agreement, or (ii) if such registration statement, all references as it may have been amended, has not been declared by the Commission to “Registration Statement” included in this Agreement shall be deemed effective under the Act, an amendment to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final a form of prospectus, including all documents incorporated therein a copy of which amendment has been furnished to and approved by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or Representatives prior to the date hereof) and will comply with the requirements execution of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, Agreement. The Company may also file a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue related registration statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b462(b) or at each Settlement Dateunder the Act for the purpose of registering certain additional Securities, includedwhich registration shall be effective upon filing with the Commission. As used in this Agreement, includes or will include an untrue the term "Original Registration Statement" means the registration statement of a material fact or omittedinitially filed relating to the Securities, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, as amended at the time the Registration Statement became effective when it was or when such documents incorporated by reference were filed with the Commissionis declared effective, as the case may be, when read together with the other including all financial schedules and exhibits thereto and including any information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed omitted therefrom pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,Rule

Representations and Warranties of the Company and the Operating Partnership. (a) The Company and Prime Retail, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally severally, represent and warrant to, and agree with with, you as of the Manager thatdate hereof and to you and each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (ai) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated DocumentStatement, at the time it was or hereafter is filed with became effective, complied, and the Commission, or became effective under the Exchange Act, as the case may be, complied and Registration Statement at each Representation Date will comply (as applicable) in all material respects with the requirements of the Exchange Act. To 1933 Act and the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the 1933 Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) Regulations and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As , and the Prospectus and any amendments and supplements thereto, at each Representation Date (unless the term "Prospectus" refers to a prospectus that has been provided to you by the Company for use in connection with the offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) and at the Closing Time referred to in Section 2(c) hereof, will comply in all material respects with the requirements of the time of each Time of Sale 1933 Act and at each Settlement Date, none of (A) the General Disclosure Package 1933 Act Regulations and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in any statement provided by the Underwriters in writing for the express purpose of being included in the Prospectus. Neither If the Prospectus nor any amendment Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with Rule 434. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Company has complied or supplement thereto, as will comply with the requirements of its issue dateRule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (ii) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were hereafter are filed with the Commission, as complied and will comply in all material respects with the case may berequirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the case may beperiod specified in Section 3(a)(v), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (Aiii) At No stop order suspending the respective times effectiveness of the Registration Statement or any amendments thereto were filed part thereof has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. (iv) Ernst & Young LLP, who have certified the financial statements and financial statement schedules included in or incorporated by reference into the Registration Statement and the Prospectus, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (v) The financial statements (including the notes thereto) included in or incorporated by reference into the Registration Statement and the Prospectus present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified, and except as otherwise stated in the Registration Statement, such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The financial statement schedules included in or incorporated by reference into the CommissionRegistration Statement present fairly the information required to be stated therein. The financial information and data included in or incorporated by reference into the Registration Statement and the Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements included in or incorporated by reference into the Registration Statement and the Prospectus and the books and records of the respective entities presented therein. Other than the historical or pro forma financial statements (and schedules) included or incorporated by reference therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or the 1933 Act Regulations to be included in or incorporated by reference into the Registration Statement. Except as reflected or disclosed in the financial statements included in or incorporated by reference into the Registration Statement or otherwise set forth in the Prospectus, none of the Company, the Operating Partnership or the Significant Subsidiaries (as hereinafter defined) are subject to any material indebtedness, obligation, or liability, contingent or otherwise, known to the Company. (vi) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries considered as a single enterprise, whether or not arising in the ordinary course of business, (B) at the time no material casualty loss or material condemnation or other material adverse event has occurred with respect to any of the most recent amendment to Properties (as the Registration Statement for same are defined in the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectusProspectus), (C) at any time there have been no acquisitions or other transactions entered into by the Company Company, the Operating Partnership or any person acting on its behalf (within Significant Subsidiary that are material with respect to such entities, considered as a single enterprise, or would result in any inaccuracy in the meaningrepresentations contained in Section 1(a)(v) above, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereofthere has been no dividend or distribution of any kind declared, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Sharespaid, since their registration on the Registration Statement, have been and remain eligible for registration or made by the Company on any class of its capital stock or by the Operating Partnership with respect to its partnership interests, (E) there has been no change in the capital stock of the Company or the partnership interests of the Operating Partnership or any Significant Subsidiary, and (F) there has been no increase in the indebtedness of the Company, the Operating Partnership or any Significant Subsidiary that is material to such an “automatic shelf registration statemententities, considered as a single enterprise.” (vii) The Company has not received from been duly incorporated and is validly existing as a corporation in good standing under the Commission any notice pursuant to Rule 401(g)(2) objecting to the use laws of the automatic shelf registration statement formState of Maryland, with corporate power and authority to own its properties, conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts (as defined herein), any Common Stock Warrant Agreement and any Preferred Stock Warrant Agreement and the other agreements to which it is a party. The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which such qualification is required, whether by reason of the ownership, leasing, or management of any properties or the conduct of any other business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries, considered as a single enterprise. (eviii) No issuer free writing prospectus The Operating Partnership and each other partnership which directly owns the Company's interests in the Properties (each such partnership individually, other than the Operating Partnership, a "Property Partnership" and collectively, the "Property Partnerships") has been duly organized and is validly existing as defined a partnership in Rule 433 good standing (to the extent applicable) under the laws of its jurisdiction of organization, with partnership power and authority to own its properties, conduct its business as described in the Prospectus and, with respect to the Operating Partnership, enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts, any Common Stock Warrant Agreement and any Preferred Stock Warrant Agreement and the other agreements to which it is a party. The Operating Partnership and each Property Partnership has been duly qualified for the transaction of business and is in good standing (to the extent applicable) under the laws of each other jurisdiction in which such qualification is required, whether by reason of the Actownership, leasing, or management of any properties (including the Properties) conflicts or will conflict with the information contained conduct of any other business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries, considered as a single enterprise. All of the partnership interests in each Property Partnership have been duly and validly authorized and issued, are fully paid, and (except as described in the Prospectus) are owned directly or indirectly by the Company or the Operating Partnership, free and clear of all liens, encumbrances, equities or claims. (ix) Each Significant Subsidiary within the meaning of Rule 1-02 of Regulation S-X (the "Significant Subsidiary") has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation. Each Significant Subsidiary has the power and authority to own, lease and operate its properties and to conduct the business in which it is engaged, and is duly qualified as a foreign corporation or partnership and is in good standing in each other jurisdiction where such qualification is required. All of the issued and outstanding shares of capital stock, LLC interests and partnership interests of each Significant Subsidiary have been duly authorized and validly issued, are gully paid and are owned free and clear of security interest, mortgage, pledge, lien, encumbrance, claim or equity other than as set forth in the Registration Statement or Prospectus. The ownership of the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements shares of capital stock of each Significant Subsidiary is as described in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,Statement or Prospectus.

Representations and Warranties of the Company and the Operating Partnership. 1(a) The Company and Prime Retail, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally severally, represent and warrant to, and agree with with, you as of the Manager thatdate hereof and to you and each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (ai) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637), including a related Basic Prospectus, for registration under the Act of the offering and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated DocumentStatement, at the time it was or hereafter is filed with became effective, complied, and the Commission, or became effective under the Exchange Act, as the case may be, complied and Registration Statement at each Representation Date will comply (as applicable) in all material respects with the requirements of the Exchange Act. To 1933 Act and the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the 1933 Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) Regulations and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As , and the Prospectus and any amendments and supplements thereto, at each Representation Date (unless the term "Prospectus" refers to a prospectus that has been provided to you by the Company for use in connection with the offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) and at the Closing Time referred to in Section 2(c) hereof, will comply in all material respects with the requirements of the time of each Time of Sale 1933 Act and at each Settlement Date, none of (A) the General Disclosure Package 1933 Act Regulations and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in any statement provided by the Underwriters in writing for the express purpose of being included in the Prospectus. Neither If the Prospectus nor any amendment Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with Rule 434. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Company has complied or supplement thereto, as will comply with the requirements of its issue dateRule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (ii) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were hereafter are filed with the Commission, as complied and will comply in all material respects with the case may berequirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the case may beperiod specified in Section 3(a)(v), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (Aiii) At No stop order suspending the respective times effectiveness of the Registration Statement or any amendments thereto were filed part thereof has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. (iv) Ernst & Young LLP, who have certified the financial statements and financial statement schedules included in or incorporated by reference into the Registration Statement and the Prospectus, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (v) The financial statements (including the notes thereto) included in or incorporated by reference into the Registration Statement and the Prospectus present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified, and except as otherwise stated in the Registration Statement, such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The financial statement schedules included in or incorporated by reference into the CommissionRegistration Statement present fairly the information required to be stated therein. The financial information and data included in or incorporated by reference into the Registration Statement and the Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements included in or incorporated by reference into the Registration Statement and the Prospectus and the books and records of the respective entities presented therein. Other than the historical or pro forma financial statements (and schedules) included or incorporated by reference therein, no other historical or pro forma financial statements (or schedules) are required by the 1933 Act or the 1933 Act Regulations to be included in or incorporated by reference into the Registration Statement. Except as reflected or disclosed in the financial statements included in or incorporated by reference into the Registration Statement or otherwise set forth in the Prospectus, none of the Company, the Operating Partnership or the Significant Subsidiaries (as hereinafter defined) are subject to any material indebtedness, obligation, or liability, contingent or otherwise, known to the Company. (vi) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries considered as a single enterprise, whether or not arising in the ordinary course of business, (B) at the time no material casualty loss or material condemnation or other material adverse event has occurred with respect to any of the most recent amendment to Properties (as the Registration Statement for same are defined in the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectusProspectus), (C) at any time there have been no acquisitions or other transactions entered into by the Company Company, the Operating Partnership or any person acting on its behalf (within Significant Subsidiary that are material with respect to such entities, considered as a single enterprise, or would result in any inaccuracy in the meaningrepresentations contained in Section 1(a)(v) above, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereofthere has been no dividend or distribution of any kind declared, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Sharespaid, since their registration on the Registration Statement, have been and remain eligible for registration or made by the Company on any class of its capital stock or by the Operating Partnership with respect to its partnership interests, (E) there has been no change in the capital stock of the Company or the partnership interests of the Operating Partnership or any Significant Subsidiary, and (F) there has been no increase in the indebtedness of the Company, the Operating Partnership or any Significant Subsidiary that is material to such an “automatic shelf registration statemententities, considered as a single enterprise.” (vii) The Company has not received from been duly incorporated and is validly existing as a corporation in good standing under the Commission any notice pursuant to Rule 401(g)(2) objecting to the use laws of the automatic shelf registration statement formState of Maryland, with corporate power and authority to own its properties, conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts (as defined herein), any Common Stock Warrant Agreement and any Preferred Stock Warrant Agreement and the other agreements to which it is a party. The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which such qualification is required, whether by reason of the ownership, leasing, or management of any properties or the conduct of any other business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries, considered as a single enterprise. (eviii) No issuer free writing prospectus The Operating Partnership and each other partnership which directly owns the Company's interests in the Properties (each such partnership individually, other than the Operating Partnership, a "Property Partnership" and collectively, the "Property Partnerships") has been duly organized and is validly existing as defined a partnership in Rule 433 good standing (to the extent applicable) under the laws of its jurisdiction of organization, with partnership power and authority to own its properties, conduct its business as described in the Prospectus and, with respect to the Operating Partnership, enter into and perform its obligations under this Agreement, the applicable Terms Agreement, any Deposit Agreement, the Delayed Delivery Contracts, any Common Stock Warrant Agreement and any Preferred Stock Warrant Agreement and the other agreements to which it is a party. The Operating Partnership and each Property Partnership has been duly qualified for the transaction of business and is in good standing (to the extent applicable) under the laws of each other jurisdiction in which such qualification is required, whether by reason of the Actownership, leasing, or management of any properties (including the Properties) conflicts or will conflict with the information contained conduct of any other business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets or business affairs of the Company, the Operating Partnership and the Significant Subsidiaries, considered as a single enterprise. All of the partnership interests in each Property Partnership have been duly and validly authorized and issued, are fully paid, and (except as described in the Prospectus) are owned directly or indirectly by the Company or the Operating Partnership, free and clear of all liens, encumbrances, equities or claims. (ix) Each Significant Subsidiary within the meaning of Rule 1-02 of Regulation S-X (the "Significant Subsidiary") has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation. Each Significant Subsidiary has the power and authority to own, lease and operate its properties and to conduct the business in which it is engaged, and is duly qualified as a foreign corporation or partnership and is in good standing in each other jurisdiction where such qualification is required. All of the issued and outstanding shares of capital stock, LLC interests and partnership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and are owned free and clear of security interest, mortgage, pledge, lien, encumbrance, claim or equity other than as set forth in the Registration Statement or Prospectus. The ownership of the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements shares of capital stock of each Significant Subsidiary is as described in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,Statement or Prospectus.

Representations and Warranties of the Company and the Operating Partnership. The Company and the Company’s operating partnership, MPT Operating Partnership, L.P., a Delaware limited liability partnership and majority-owned subsidiary of the Company (the “Operating Partnership”), jointly and severally represent and warrant to, to and agree with the Manager that: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637208813) (the “registration statement”) as defined in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Act”), including a related Basic Prospectusform of prospectus, for has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The registration under the Act of statement contains certain information concerning the offering and sale of certain securitiesthe Common Stock, including the Shares. Each of , and contains additional information concerning the Registration Statement Company and any amendment thereto its business; the Commission has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been not issued under the Act, no an order preventing or suspending the use of the Basic ProspectusProspectus (as defined below), the Prospectus SupplementSupplement (as defined below), the Prospectus (as defined below) or any free writing prospectus has been issued Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceedings for any that purpose or pursuant to Section 8A of the foregoing purposes Act have been instituted or are pending or, to the Company’s knowledge, are threatenedthreatened by the Commission. The Company has complied with each request (if any) from Except where the Commission for additional or supplemental information. Each Incorporated Documentcontext otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time it was or hereafter is filed with of such registration statement’s effectiveness for purposes of Section 11 of the Commission, or became effective under the Exchange Act, as such section applies to the case may beManager, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares well as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be new automatic shelf registration statement as may have been filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to Sections 4(g) or (h) of this Agreement Agreement, including (each, 1) all documents filed as a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time part thereof or at each Settlement Date, contained, contains incorporated or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required deemed to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Dateincorporated by reference therein, none of (A) the General Disclosure Package and (B2) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes information contained or will include an untrue statement of incorporated by reference in a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Manager and (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Settlement DateRegistration Statement, includedtogether with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, includes “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed or will include an untrue statement of a material fact to be filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or omitted, omits before the second business day after the date hereof (or will omit to state a material fact necessary in order to make such earlier time as may be required under the statements thereinAct), in the light form furnished by the Company to the Manager in connection with the offering of the circumstances under which they were madeShares. Except where the context otherwise requires, not misleading. Each Incorporated Document“Prospectus,” as used herein, at means the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read Prospectus Supplement together with the other information Basic Prospectus attached to or used with the Prospectus Supplement. Notwithstanding the foregoing, if any revised basic prospectus, prospectus supplement or prospectus shall be provided to the Manager by the Company for use in connection with the Registration Statementoffering and sale of the Shares which differs from the Basic Prospectus, the General Disclosure Package Prospectus Supplement or the Prospectus, as the case may bebe (whether or not such revised basic prospectus, did not and will not include an untrue statement of a material fact prospectus supplement or omit to state a material fact prospectus is required to be stated therein or necessary filed by the Company pursuant to make Rule 424(b) of the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment theretoAct), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a terms “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered StockBasic Prospectus,” “Description of StockProspectus Supplement” and “Prospectus” shall refer to such revised basic prospectus, prospectus supplement or prospectus,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally represent and warrant to, and agree with the Manager that: (a) The Company met and Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form S-3 (File No. 333-236637"OPERATING PARTNERSHIP"), including a related Basic Prospectusjointly and severally, for registration under the Act of the offering represent and sale of certain securities, including the Shares. Each of the Registration Statement and any amendment thereto has become effective under the Act upon filing. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, warrant to the Company’s knowledge, are threatened. The Company has complied with each request (if any) from the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects you as of the date hereof (if filed with the Commission on or prior and to the date hereof) you and will comply with the requirements each of the Act other International Underwriters named in all material respects the applicable International Terms Agreement as of the time of date thereof (in each sale of Shares pursuant to this Agreement (eachcase, a “Time of Sale”) and at each Settlement Date.an "INTERNATIONAL REPRESENTATION DATE"), as follows: (ci) Neither the The Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make and the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing International Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed effective, complied, and at each International Representation Date will comply, in all material respects, with the Commission, as requirements of the case may be, when read together with 1933 Act and the other information in 1933 Act Regulations; the Registration Statement, at the General Disclosure Package or time the Prospectus, as the case may beRegistration Statement became effective, did not not, and as of each International Representation Date will not include not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The International Prospectus, as of the date hereof does, and as of each International Representation Date (unless the term "Prospectus" refers to a prospectus that has been provided to the International Underwriters by the Company for use in connection with the offering of Registered Securities that differs from a Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to the International Underwriters for such use) and at Closing Time and each Date of Delivery referred to in Sections 2(b) and 2(c) hereof, will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and, as of the date hereof does not, and as of each International Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the International Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Manager or any Alternative Manager expressly through you specifically for use therein. (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained inclusion in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modifiedInternational Prospectus. (fii) The No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the International Prospectus has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. (iii) Each of Arthxx Xxxexxxx XXX, the accounting firm whose report on the financial statements and supporting schedule of the Company is included in the Registration Statement, and any other accounting firm whose report on financial statements is included in the General Disclosure Package Registration Statement, is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (iv) The financial statements (including the notes thereto) included in the Registration Statement and the International Prospectus present fairly the financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified, and except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The financial information and data included in the Registration Statement and the International Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements included in the Registration Statement and the International Prospectus and the books and records of the respective entities presented therein. The pro forma financial information included in the International Prospectus has been prepared in accordance with the applicable requirements of Rules 11-01 and 11-02 of Regulation S-X under the captions “Description 1933 Act and other 1933 Act Regulations and American Institute of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law Certified Public Accountants ("AICPA") guidelines with respect to pro forma financial information and Our Charter and Bylaws,” “Description includes all adjustments necessary to present fairly the pro forma financial position of the Partnership Agreement respective (v) Since the respective dates as of City Office REIT which information is given in the Registration Statement and the International Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations, considered as one enterprise, whether or not arising in the ordinary course of business, (B) no material casualty loss or material condemnation or other material adverse event with respect to any real property or improvements thereon owned or leased by any of the Company, the Operating Partnership, any of its Subsidiaries or any of the Residential Development Corporations), including any property underlying indebtedness held by the Company, (each individually a "PROPERTY" and collectively, the "PROPERTIES"), the Operating Partnership, any of the Subsidiaries or any of the Residential Development Corporations, has occurred that is material to the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise, (C) there have been no acquisitions or other transactions entered into by the Company, the Operating Partnership, any Subsidiary or any Residential Development Corporation other than those in the ordinary course of business that are material with respect to such entities, considered as one enterprise, or would result in any inaccuracy in the representations contained in Section 1(a)(iv) above, (D) except as described in the International Prospectus and except for regular quarterly dividends or distributions on the Common Shares, there has been no dividend or distribution of any kind declared, paid or (vi) The Company has been duly formed as a real estate investment trust under the laws of the State of Texas with power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the International Prospectus and to enter into and perform its obligations under this Agreement. According to the County Clerk of Tarrant County, Texas, the Restated Declaration of Trust of the Company is recorded in Volume 12645, beginning at Page 1811, in the records of the County Clerk. The Restated Declaration of Trust is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise. (vii) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act (the "DELAWARE ACT") with partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the Prospectus and to enter into and perform its obligations under this Agreement. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets,

Representations and Warranties of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership, Partnership jointly and severally represent represents and warrant to, and agree with warrants to each of the Manager thatUnderwriters as follows: (a) The Company met the requirements for use of Form S-3 under the Act at the time it filed with the Commission an “An automatic shelf registration statement” (as defined in Rule 405) statement on Form S-3 (File No. 333-236637258290) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, has been filed with the Commission and became effective upon filing. The Company and the transactions contemplated by this equity underwriting agreement (this “Agreement”) meet the requirements and comply with the conditions for the use of Form S-3, including a related Basic Prospectus, for the transaction requirements set forth in General Instruction I.B.1 of such form. Such registration statement meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the base prospectus (meeting the requirements of the offering Rules and sale of certain securitiesRegulations) contained therein (the “Base Prospectus”) and the exhibits, including financial statements and schedules, as finally amended and revised, have heretofore been delivered by the SharesCompany to you. Each of Such registration statement, together with any registration statement filed by the Registration Statement and any amendment thereto has become effective Company pursuant to Rule 462(b) under the Act (“Rule 462(b) Registration Statement”), is herein referred to as the “Registration Statement”, and shall be deemed to include all information omitted therefrom in reliance upon filingRules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto to the Registration Statement has been issued filed as of the date of this Agreement. “Prospectus” means the Base Prospectus together with the final prospectus supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act, no order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing . Any preliminary prospectus has been issued and no proceedings for any of the foregoing purposes have been instituted or are pending or, relating to the Company’s knowledgeShares, are threatened. The Company has complied with each request (if any) from including any preliminary prospectus supplement relating to the Commission for additional or supplemental information. Each Incorporated Document, at the time it was or hereafter is Shares filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects together with the requirements Base Prospectus is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the Exchange Act. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” as defined in Rule 405 or otherwise is unable to make the representations set forth in Section 2(d) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement foregoing documents shall be deemed to refer to and include such new registration statementthe filing of any document under the Securities Exchange Act of 1934, including all documents as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Basic Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. (b) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Act. The Prospectus and any amendments or supplements thereto complied or will comply with the requirements of the Act in all material respects at the time the Prospectus and any amendments or supplements thereto were or will be filed with the Commission, complies with the requirements of the Act in all material respects as of the date hereof (if filed with the Commission on or prior to the date hereof) and will comply with the requirements of the Act in all material respects as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”) and at each Settlement Date. (c) Neither the Registration Statement nor any amendment thereto, at its effective time or at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the time of each Time of Sale and at each Settlement Date, none of (A) the General Disclosure Package and (B) any Permitted Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Incorporated Document, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Rule 462(b) Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement and, in the case of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished reference herein to the Company Prospectus, also shall be deemed to include any documents incorporated by the Manager reference therein, and any supplements or any Alternative Manager expressly for use therein. (A) At the respective times the Registration Statement or any amendments thereto were thereto, filed with the Commission, (B) at Commission after the time date of filing of the most recent amendment final prospectus supplement under Rule 424(b) under the Act, and prior to the Registration Statement for the purposes of complying with Section 10(a)(3) termination of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) offering of the Exchange Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statementUnderwriters.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (e) No issuer free writing prospectus (as defined in Rule 433 of the Act) conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and any preliminary prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. (f) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Offered Stock,” “Description of Stock,” “Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Description of the Partnership Agreement of City Office REIT Operating Partnership,