EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO THE 

AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP OF 

CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. 

March 9, 2017 
 THIS
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of March 9, 2017, is entered into by CITY OFFICE REIT, INC., a Maryland corporation,
as the sole general partner (the “General Partner”) and a limited partner of CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the “Partnership”) and SECOND CITY GENERAL PARTNER II, L.P., a Delaware
limited partnership and a limited partner of the Partnership. 
 WHEREAS, the Amended and Restated Agreement of Limited Partnership of the
Partnership was executed on April 21, 2014 (as now or hereafter amended, restated, modified, supplemented or replaced, the “Partnership Agreement”); and 

WHEREAS, the General Partner executed the First Amendment to the Partnership Agreement on September 30, 2016; and 

WHEREAS, Section 8.8 of the Partnership Agreement provides for certain board nomination rights and other applicable rights in favor of
Second City, and, for so long as Second City has the right or prospective right to exercise such rights as set forth in Section 8.8 of the Partnership Agreement, Section 8.8 of the Partnership Agreement may not be amended without the prior
written consent of Second City; and 
 WHEREAS, “Second City”, for purposes of Section 8.8 of the Partnership Agreement, is
comprised of four separate entities, Second City General Partner II, L.P., CIO OP Limited Partnership, CIO REIT Stock Limited Partnership and Gibralt US, Inc.; and 

WHEREAS, of the four entities comprising Second City and named in the immediately preceding recital, only Second City General Partner II, L.P.
continues to hold a partnership interest in the Partnership on the date hereof, and the remaining three entities comprising Second City no longer own any partnership interests in the Partnership on the date hereof; and 

WHEREAS, pursuant to the authority granted to the Partners pursuant to Article 14 of the Partnership Agreement and pursuant to Section 8.8(G)
of the Partnership Agreement, and as authorized by the resolutions of the Board of Directors of the General Partner dated as of March 9, 2017, the Partners and Second City desire to amend the Partnership Agreement, or to consent and agree to
the amendment of the Partnership Agreement, as the case may be, to eliminate Section 8.8 of the Partnership Agreement. 







 NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the Partners hereby amend, and the entities comprising Second City other than Second City General Partner II, L.P. hereby consent and agree to the amendment of, the Partnership Agreement as follows: 

1. Each of CIO OP Limited Partnership, CIO REIT Stock Limited Partnership and Gibralt US, Inc., by executing this Amendment, does hereby
confirm that it does not hold any partnership interest in the Partnership and is no longer a Partner in the Partnership. 
 2. Section 8.8 of
the Partnership Agreement is hereby deleted in its entirety. Accordingly, any and all present or prospective rights of Second City that may otherwise exist thereunder are hereby irrevocably terminated and extinguished by mutual agreement of the
parties to this Amendment. 
 3. Except as specifically amended hereby, the Partnership Agreement remains in full force and effect. 

4. The foregoing recitals are incorporated in and are made a part of this Amendment. 

5. This 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. 
 6. This Amendment shall be governed by and construed
in accordance with the laws of the State of Maryland. 
 7. Except as specifically defined herein, all capitalized terms shall have the
definitions provided in the Partnership Agreement. This Amendment has been authorized by the Partners pursuant to Article 14 of the Partnership Agreement and, pursuant to Section 8.8(G) of the Partnership Agreement, this Amendment has been consented
and agreed to by the entities comprising Second City other than Second City General Partner II, L.P. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above. 

 

			
	GENERAL PARTNER:
	
	 CITY OFFICE REIT, INC.
 a Maryland
corporation

		
	By:	 	 /s/ Anthony Maretic

	Name:	 	        Anthony Maretic
	Title:	 	        Chief Financial Officer
	
	LIMITED PARTNERS:
	
	 CITY OFFICE REIT, INC.,
 a Maryland
corporation

		
	By:	 	 /s/ Anthony Maretic

	Name:	 	        Anthony Maretic
	Title:	 	        Chief Financial Officer
	
	 SECOND CITY GENERAL PARTNER II,

L.P.,
 a Delaware limited partnership

		
	By:	 	 /s/ Ryan Chan

	Name:	 	        Ryan Chan
	Title:	 	        Chief Financial Officer
	
	CONSENTED TO AND AGREED:
	
	 CIO OP LIMITED PARTNERSHIP,
 a
Delaware limited partnership

		
	By:	 	 /s/ Ryan Chan

	Name:	 	        Ryan Chan
	Title:	 	        Chief Financial Officer


 [Signature page for Second Amendment] 

  
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	 CIO REIT STOCK LIMITED PARTNERSHIP,

a Delaware limited partnership

		
	By:	 	 /s/ Ryan Chan

	Name:	 	        Ryan Chan
	Title:	 	        Chief Financial Officer
	
	GIBRALT US, INC., a Colorado corporation
		
	By:	 	 /s/ Ryan Chan

	Name:	 	        Ryan Chan
	Title:	 	        Chief Financial Officer


 [Signature page for Second Amendment] 

  
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