THIRD AMENDMENT TO ADVISORY AGREEMENT

Exhibit 10.2

THIRD AMENDMENT TO

ADVISORY AGREEMENT

This THIRD AMENDMENT TO ADVISORY AGREEMENT (this “Third Amendment”) is made as of February 1, 2016 , by and among City Office REIT, Inc. a Maryland corporation (the “Company”), City Office REIT Operating Partnership, L.P., a Maryland limited partnership of which the Company is the sole general partner (the “Operating Partnership”), and City Office Real Estate Management, Inc., a Canada Business Corporations Act corporation (the “Advisor,” and together with the Company and the Operating Partnership, the “Parties”).

WHEREAS, the Parties entered into that certain Advisory Agreement, dated as of April 21, 2014, as amended by the First Amendment to Advisory Agreement dated as of March 19, 2015, and as subsequently amended by that certain Second Amendment to Advisory Agreement, dated as of November 2, 2015 (collectively, the “Advisory Agreement”), and now desire to further amend such Advisory Agreement pursuant to the terms hereof;

WHEREAS, the Company and the shareholders of the Advisor have entered into that certain stock purchase agreement, dated as of November 2, 2015 (the “Stock Purchase Agreement”), pursuant to which the Company will acquire all of the outstanding stock of the Advisor on the terms set forth in the Stock Purchase Agreement; and

WHEREAS, capitalized terms used in this Third Amendment and not otherwise defined shall have the meanings ascribed to them in the Advisory Agreement.

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained in the Stock Purchase Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto hereby covenant and agree as follows:

1. Section 20 is deleted in its entirety.

2. It is the intention and agreement of the Parties to release the Bound Parties from the restrictions set forth in Section 20 of the Advisory Agreement effective as of the date of this Third Amendment and all references to Section 20 of the Advisory Agreement are hereby eliminated.

3. Except as specifically amended hereby, the Advisory Agreement shall remain in full force and effect.

4. This Third Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the Parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions.

5. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Parties hereto have executed this Third Amendment as of the date first written above.

CITY OFFICE REIT, INC.,
a Maryland corporation
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Chief Executive Officer
CITY OFFICE REIT OPERATING
PARTNERSHIP, L.P., a Maryland limited
partnership
By:		City Office REIT, Inc.,
		its Sole General Partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Chief Executive Officer
CITY OFFICE REAL ESTATE MANAGEMENT,
INC. a Canada Business Corporations Act
corporation
By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Treasurer

[Signature Page to the Third Amendment to Advisory Agreement]

SECOND CITY CAPITAL PARTNER II, LIMITED
PARTNERSHIP,
a Delaware limited partnership
By:		Second City General Partner II, Limited
		Partnership, its Sole General Partner
By:		Second City General Partner II, Inc., its Sole
		General Partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President
SECOND CITY GENERAL PARTNER II,
LIMITED PARTNERSHIP,
a Delaware limited partnership
By:		Second City General Partner II, Inc.,
		its Sole General Partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President
CIO OP LIMITED PARTNERSHIP,
a Delaware limited partnership
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Chief Executive Officer of City Office
		REIT, Inc.

[Signature Page to the Third Amendment to Advisory Agreement]

CIO REIT STOCK LIMITED PARTNERSHIP,
a Delaware limited partnership
By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
GIBRALT US, INC.,
a Colorado corporation
By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
GCC AMBERGLEN INVESTMENTS LP,
an Oregon limited partnership
By:		GCC Oregon Amberglen LLC,
		its Sole General Partner
By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
XXXXX XXXXXX,
an individual
By:		/s/ Xxxxx Xxxxxx
XXXXXXX XXXXXXX,
an individual
By:		/s/ Xxxxxxx Xxxxxxx
XXXXXXX XXXXX,
an individual
By:		/s/ Xxxxxxx Xxxxx
XXXXXX XXXXXXXX,
an individual
By:		/s/ Xxxxxx Xxxxxxxx

[Signature Page to the Third Amendment to Advisory Agreement]