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...City Office REIT, Inc. • March 18th, 2014 • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., dated as of March [—], 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.
TAX PROTECTION AGREEMENT GibraltTax Protection Agreement • March 18th, 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, CITY OFFICE REIT, INC. a Maryland corporation, CIO OP LIMITED PARTNERSHIP, a Delaware limited partnership, CIO REIT...Contribution Agreement • March 18th, 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”), City Office REIT, Inc., a Maryland corporation (the “REIT”), CIO REIT Stock Limited Partnership, a Delaware limited partnership (“Sub 1”), CIO OP Limited Partnership, a Delaware limited partnership (“Sub 2”), 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 Sub 1, Sub 2, SCLP and SCGP, a “Contributor,” and collectively, the “Contributors”). Each of the Contributors, the REIT and the Operating Partnership is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 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 • March 18th, 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”).
FORM OF EXCEPTED HOLDER AGREEMENTExcepted Holder Agreement • March 18th, 2014 • City Office REIT, Inc. • Real estate investment trusts • Maryland
This Excepted Holder Agreement (this “Agreement”) is made and entered into as of [—], 2014, by and between City Office REIT, Inc., a Maryland corporation (the “Company”) and CIO OP Limited Partnership (“CIO OP”).
FORM OF EXCEPTED HOLDER AGREEMENTExcepted Holder Agreement • March 18th, 2014 • City Office REIT, Inc. • Real estate investment trusts • Maryland
This Excepted Holder Agreement (this “Agreement”) is made and entered into as of [—], 2014, by and between City Office REIT, Inc., a Maryland corporation (the “Company”) and CIO REIT Stock Limited Partnership (“CIO REIT”).
