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. • May 23rd, 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 April 21, 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 CIO OP Limited Partnership and Second City GPTax Protection Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of April 21, 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”) and CIO OP Limited Partnership, a Delaware limited partnership (“CIO OP”) and Second City General Partner II, LP, a Delaware limited partnership (“Second City GP”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 21 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 APRIL 21, 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 • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This ADVISORY AGREEMENT is made as of April 21, 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”).
EXCEPTED HOLDER AGREEMENTExcepted Holder Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • Maryland
This Excepted Holder Agreement (this “Agreement”) is made and entered into as of April 21, 2014, by and between City Office REIT, Inc., a Maryland corporation (the “Company”) and CIO OP Limited Partnership (“CIO OP”).
ADMINISTRATION AGREEMENTAdministration Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2014, 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”).
TAX PROTECTION AGREEMENT Daniel Rapaport, GCC, GibraltTax Protection Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of April 21, 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), Daniel Rapaport, an individual, GCC Amberglen Investments Limited Partnership, an Oregon limited partnership (“GCC”), and Gibralt US, Inc., a Colorado corporation (“Gibralt”).
CONTRIBUTION AGREEMENT DATED AS OF APRIL 14, 2014 BY AND AMONG CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, GIBRALT US, INC., a Colorado corporation DANIEL RAPAPORT, an individual AND GCC AMBERGLEN INVESTMENTS LIMITED...Contribution Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of April 14, 2014 (this “Agreement”), by and among City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), Gibralt US, Inc., a Colorado corporation (“Gibralt”), Daniel Rapaport, an individual (“Rapaport”) and GCC Amberglen Investments Limited Partnership, an Oregon limited partnership (“Amberglen”) (each of Gibralt and Amberglen 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.”
CONTRIBUTION AGREEMENT DATED AS OF APRIL 14, 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...Contribution Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of April 14, 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.”
