Common use of Sophisticated Parties; No Fiduciary Relationship Clause in Contracts

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section (vii), and is fully informed regarding said provisions. The Company and the Operating Partnership acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Operating Partnership in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Operating Partnership, or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by the Underwriters of the Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Operating Partnership. [Signature Page Follows.] If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CITY OFFICE REIT, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO & Director CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. By: City Office REIT, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO & Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BMO CAPITAL MARKETS CORP. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] Underwriter Firm Shares BMO Capital Markets Corp. 2,400,000 Xxxxxxx Xxxxx & Associates, Inc. 1,800,000 RBC Capital Markets, LLC 1,800,000 Total: 6,000,000 1. As to each investor, the price paid by such investor. 2. Number of Firm Shares: 6,000,000

Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section (vii)7, and is fully informed regarding said provisions. The Company and the Operating Partnership acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Operating Partnership in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company and the Operating Partnership, or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by the Underwriters of the Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Operating Partnership. [Signature Page Follows.] If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CITY OFFICE REIT, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO & Director CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. By: City Office REIT, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO & Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BMO CAPITAL MARKETS CORP. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] Underwriter Firm Shares BMO Capital Markets Corp. 2,400,000 Xxxxxxx Xxxxx & Associates, Inc. 1,800,000 RBC Capital Markets, LLC 1,800,000 Total: 6,000,000 1. As to each investor, the price paid by such investor. 2. Number of Firm Shares: 6,000,000