AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., dated as of February [—], 2014, is made and entered into by and among CITY OFFICE REIT, INC., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.
UNDERWRITING AGREEMENT [—] SHARES CITY OFFICE REIT, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
TAX PROTECTION AGREEMENT GibraltTax Protection Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of , 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), and Gibralt US, Inc., a Colorado corporation (“Gibralt”).
CONTRIBUTION AGREEMENT DATED AS OF [ ], 2014 BY AND AMONG CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, SECOND CITY CAPITAL PARTNERS II, LIMITED PARTNERSHIP, a Delaware limited partnership AND SECOND CITY GENERAL...Contribution Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of [ ], 2014 (this “Agreement”), by and among City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), Second City Capital Partners II, Limited Partnership, a Delaware limited partnership (“SCLP”) and Second City General Partner II, Limited Partnership, a Delaware limited partnership (“SCGP”) (each of SCLP and SCGP a “Contributor,” and collectively, the “Contributors”). Each of the Contributors and the Operating Partnership is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [—] by and among City Office REIT, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
ADVISORY AGREEMENT DATED AS OF [ ], 2014 BY AND AMONG CITY OFFICE REIT, INC., a Maryland corporation, CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, and CITY OFFICE REAL ESTATE MANAGEMENT, INC., a British Columbia...Advisory Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This ADVISORY AGREEMENT is made as of [ , 2014] (the “Effective Date”) by and among CITY OFFICE REIT, INC., a Maryland corporation (the “Company”), City Office REIT Operating Partnership, L.P. (the “Operating Partnership”) and CITY OFFICE REAL ESTATE MANAGEMENT INC., a British Columbia corporation (together with its permitted assignees, the “Advisor”).
TAX PROTECTION AGREEMENT Second CityTax Protection Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of , 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”) and Second City Capital Partners II, L.P. a Delaware limited partnership (“Second City LP”) and Second City General Partner II, LP a Delaware limited partnership (“Second City GP”).
ADMINISTRATION AGREEMENTAdministration Agreement • January 21st, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made and entered into as of [—], by and between City Office Real Estate Management Inc., a British Columbia corporation (the “Advisor”) and Second City Capital II Corporation, a British Columbia corporation (the “Administrator”).
