UNDERWRITING AGREEMENT 4,000,000 SHARES CITY OFFICE REIT, INC.Underwriting Agreement • September 30th, 2016 • City Office REIT, Inc. • Real estate investment trusts • New York
City Office REIT, Inc., a Maryland corporation (the “Company”) and the sole general partner of City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), confirm their agreement with each of the several underwriters named in Schedule I hereto (the “Underwriters”) with respect to (i) the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 4,000,000 shares (the “Firm Shares”) of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of an option to purchase up to an additional 600,000 shares of the Series A Preferred Stock (the “Optional Shares”), as provided in Section (ii)(b). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Shares.” Raymond James & Assoc
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. September 30, 2016Agreement of Limited Partnership • September 30th, 2016 • City Office REIT, Inc. • Real estate investment trusts • Maryland
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of September 30, 2016, is entered into by CITY OFFICE REIT, INC., a Maryland corporation, as general partner (the “General Partner”) of CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.
