Form of Contribution Agreement



 Exhibit 10.4 

CONTRIBUTION AGREEMENT 

DATED AS OF [            ], 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 PARTNERSHIP, 

an Oregon limited partnership 







 TABLE OF CONTENTS 

Page 
 ARTICLE I 

CONTRIBUTION 
  

							
	 Section 1.01.
	 	CONTRIBUTION TRANSACTION	  	 	7	  
	 Section 1.02.
	 	CONSIDERATION	  	 	7	  
	 Section 1.03.
	 	FURTHER ACTION	  	 	10	  
	 Section 1.04.
	 	TREATMENT AS CONTRIBUTION	  	 	11	  
	 Section 1.05.
	 	OP LEASE RESPONSIBILITY	  	 	11	  
	
	 ARTICLE II

CLOSING
	   
   

			
	 Section 2.01.
	 	CONDITIONS PRECEDENT	  	 	11	  
	 Section 2.02.
	 	TIME AND PLACE	  	 	14	  
	 Section 2.03.
	 	CLOSING DELIVERABLES.	  	 	14	  
	 Section 2.04.
	 	CLOSING COSTS	  	 	15	  
	 Section 2.05.
	 	TERM OF THE AGREEMENT	  	 	16	  
	 Section 2.06.
	 	EFFECT OF TERMINATION	  	 	16	  
	 Section 2.07.
	 	TAX WITHHOLDING	  	 	16	  
	
	ARTICLE III	  
	REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP	  			
			
	 Section 3.01.
	 	ORGANIZATION; AUTHORITY	  	 	16	  
	 Section 3.02.
	 	DUE AUTHORIZATION	  	 	16	  
	 Section 3.03.
	 	CONSENTS AND APPROVALS	  	 	17	  
	 Section 3.04.
	 	NO VIOLATION	  	 	17	  
	 Section 3.05.
	 	VALIDITY OF OP UNITS	  	 	17	  
	 Section 3.06.
	 	LITIGATION	  	 	17	  
	 Section 3.07.
	 	OP AGREEMENT	  	 	17	  
	 Section 3.08.
	 	LIMITED ACTIVITIES	  	 	17	  
	 Section 3.09.
	 	NO BROKER	  	 	17	  
	 Section 3.10.
	 	NO OTHER REPRESENTATIONS OR WARRANTIES	  	 	17	  
	
	ARTICLE IV	  
	REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS	  			
			
	 Section 4.01.
	 	ORGANIZATION; AUTHORITY	  	 	18	  
	 Section 4.02.
	 	DUE AUTHORIZATION	  	 	18	  
	 Section 4.03.
	 	OWNERSHIP OF OWNERSHIP INTERESTS	  	 	18	  
	 Section 4.04.
	 	OWNERSHIP OF THE PROPERTIES	  	 	19	  
	 Section 4.05.
	 	CONSENTS AND APPROVALS	  	 	20	  
	 Section 4.06.
	 	NO VIOLATION	  	 	20	  
	 Section 4.07.
	 	NON-FOREIGN PERSON	  	 	21	  
	 Section 4.08.
	 	TAXES	  	 	21	  
	 Section 4.09.
	 	SOLVENCY	  	 	21	  
	 Section 4.10.
	 	LITIGATION	  	 	21	  


  
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	 Section 4.11.
	 	COMPLIANCE WITH LAWS	  	 	21	  
	 Section 4.12.
	 	EMINENT DOMAIN	  	 	21	  
	 Section 4.13.
	 	LICENSES AND PERMITS	  	 	22	  
	 Section 4.14.
	 	ENVIRONMENTAL COMPLIANCE	  	 	22	  
	 Section 4.15.
	 	TANGIBLE PERSONAL PROPERTY	  	 	22	  
	 Section 4.16.
	 	ZONING	  	 	22	  
	 Section 4.17.
	 	INVESTMENT INTENT	  	 	23	  
	 Section 4.18.
	 	EXISTING LOANS	  	 	23	  
	 Section 4.19.
	 	FINANCIAL STATEMENTS	  	 	23	  
	 Section 4.20.
	 	INSURANCE	  	 	24	  
	 Section 4.21.
	 	EMPLOYEES	  	 	24	  
	 Section 4.22.
	 	NO BROKER	  	 	24	  
	 Section 4.23.
	 	NO OTHER REPRESENTATIONS OR WARRANTIES	  	 	24	  
	
	ARTICLE V	  
	INDEMNIFICATION	  
			
	 Section 5.01.
	 	INDEMNIFICATION.	  	 	25	  
	 Section 5.02.
	 	EXCLUSIVE REMEDY	  	 	27	  
	 Section 5.03.
	 	TAX TREATMENT	  	 	27	  
		
	 ARTICLE VI

COVENANTS AND OTHER AGREEMENTS
	  			
			
	 Section 6.01.
	 	COVENANTS OF THE CONTRIBUTOR	  	 	27	  
	 Section 6.02.
	 	COMMERCIALLY REASONABLE EFFORTS BY THE OPERATING PARTNERSHIP AND EACH CONTRIBUTOR	  	 	29	  
	 Section 6.03.
	 	TAX AGREEMENT	  	 	29	  
	ARTICLE VII	  
	WAIVERS AND CONSENTS	  
	
	 ARTICLE VIII

GENERAL PROVISIONS
	   
   

			
	 Section 8.01.
	 	NOTICES	  	 	29	  
	 Section 8.02.
	 	DEFINITIONS	  	 	31	  
	 Section 8.03.
	 	COUNTERPARTS	  	 	33	  
	 Section 8.04.
	 	ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES	  	 	33	  
	 Section 8.05.
	 	GOVERNING LAW	  	 	34	  
	 Section 8.06.
	 	ASSIGNMENT	  	 	34	  
	 Section 8.07.
	 	JURISDICTION	  	 	34	  
	 Section 8.08.
	 	SEVERABILITY	  	 	34	  
	 Section 8.09.
	 	RULES OF CONSTRUCTION	  	 	34	  
	 Section 8.10.
	 	EQUITABLE REMEDIES	  	 	35	  
	 Section 8.11.
	 	DESCRIPTIVE HEADINGS	  	 	35	  
	 Section 8.12.
	 	NO PERSONAL LIABILITY CONFERRED	  	 	35	  
	 Section 8.13.
	 	AMENDMENT; WAIVER	  	 	35	  
	 Section 8.14.
	 	SUPPLEMENT TO SCHEDULES	  	 	35	  


  
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 Defined Terms 

			
	 TERM
	  	   SECTION  

	 A&R OP Agreement
	  	Section 1.02
	 Affiliate
	  	Section 8.02
	 Agreement
	  	Introduction
	 Amberglen
	  	Introduction
	 Amberglen Consideration
	  	Section 1.02
	 Amberglen Interest
	  	Recitals
	 Assignment and Assumption Agreement
	  	Section 2.03
	 Business Day
	  	Section 8.02
	 CERCLA
	  	Section 8.02
	 Closing
	  	Section 2.02
	 Closing Date
	  	Section 2.02
	 Closing Date Net Working Capital
	  	Section 1.02
	 Code
	  	Section 8.02
	 Contribution Transactions
	  	Exhibit C
	 Contributor
	  	Introduction
	 Contributor Indemnified Party
	  	Section 5.01
	 Determination Materials
	  	Section 1.02
	 Environmental Laws
	  	Section 8.02
	 Environmental Permits
	  	Section 8.02
	 Existing Loan Document
	  	Section 4.18
	 Existing Loans
	  	Section 4.18
	 Felton Guarantee
	  	Section 2.01
	 Final Resolution Date
	  	Section 1.02
	 Financial Statements
	  	Section 4.19
	 Formation Transactions
	  	Recitals
	 Formation Transaction Documents
	  	Section 8.02
	 Fund Material Adverse Effect
	  	Section 2.01
	 GAAP
	  	Section 8.02
	 Gibralt
	  	Introduction
	 Gibralt Consideration
	  	Section 1.02
	 Governmental Authority
	  	Section 8.02
	 Guggenheim Financing
	  	Section 8.02
	 GP Holder Stock
	  	Recitals
	 Hazardous Materials
	  	Section 8.02
	 Indemnified Party
	  	Article V
	 Indemnifying Party
	  	Article V
	 Independent Accounting Firm
	  	Section 1.02
	 Initial Property Assets
	  	Section 4.08
	 Initial Property Owner
	  	Recitals
	 Initial Public Offering
	  	Recitals
	 Law
	  	Section 8.02
	 Leases
	  	Section 4.04
	 Liens
	  	Section 8.02
	 Losses
	  	Article V
	 Minority Partner Interest
	  	Recitals
	 Net Working Capital
	  	Section 1.02
	 Objection Notice
	  	Section 1.02
	 Offering Price
	  	Recitals
	 OP Indemnified Party
	  	Section 5.01


  
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	 OP Material Adverse Effect
	  	Section 8.02
	 OP Units
	  	Recitals
	 Operating Partnership
	  	Introduction
	 Order
	  	Section 8.02
	 Outside Date
	  	Section 2.06
	 Ownership Interests
	  	Recitals
	 Party
	  	Introduction
	 Permitted Lien
	  	Section 8.02
	 Person
	  	Section 8.02
	 Post-Closing Period
	  	Section 1.02
	 Property
	  	Recitals
	 Rapaport
	  	Introduction
	 Rapaport Consideration
	  	Section 1.02
	 Rapaport Interest
	  	Recitals
	 Reimbursable Leases
	  	Section 1.02
	 REIT
	  	Introduction
	 REIT Common Stock
	  	Section 8.02
	 Release
	  	Section 8.02
	 SCGP
	  	Section 2.01
	 Schedule Supplement
	  	Section 8.14
	 SCLP
	  	Section 2.01
	 Securities Act
	  	Section 8.02
	 Solvent
	  	Section 4.09
	 Subsidiary
	  	Section 8.02
	 Tax
	  	Section 8.02
	 Tax Return
	  	Section 8.02
	 Third Party Claims
	  	Article V
	 Total Consideration
	  	Section 1.02


  
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 CONTRIBUTION AGREEMENT 

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”), 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.” 

RECITALS 
 WHEREAS, City
Office REIT, Inc., a Maryland corporation (the “REIT”), as sole general partner of the Operating Partnership, desires to consolidate the ownership of the property identified on Exhibit A (the “Property”)
through a series of transactions whereby the Operating Partnership will acquire a 92.3849% limited partner interest and all of the general partner interests held by the Contributors in the entity identified as the initial property owner on such
exhibit (the “Initial Property Owner”), which owns or holds, directly or indirectly, fee simple or leasehold interests in the Property; 

WHEREAS, Gibralt owns 100% of the issued and outstanding equity securities of the entity set forth on Exhibit B (the “GP Holder
Stock”), as the holder of the general partner interest in the Initial Property Owner (the “GP Interest Holder”) Rapaport owns 3.8075% of the limited partner interests in the Initial Property Owner (the “Rapaport
Interest”) and Amberglen owns 84.7699% of the limited partner interests in the Initial Property Owner (the “Amberglen Interest”) and 3.8075% of the limited partner interests in the Initial Property Owner (the
“Minority Partner Interest” and collectively with the GP Holder Stock, the Amberglen Interest and the Rapaport Interest, the “Ownership Interests”), in each case, as set forth on Exhibit B; 

WHEREAS, the transactions contemplated by this Agreement and certain other restructuring transactions to be completed prior to or on the
Closing Date as set forth on Exhibit C (collectively, the “Formation Transactions”) are related to the proposed initial public offering (the “Initial Public Offering”) of common stock (the “REIT
Common Stock”) of the REIT; 
 WHEREAS, Gibralt desires to, and the Operating Partnership desires Gibralt to, contribute to the
Operating Partnership, all of the GP Holder Stock, free and clear of all Liens (except for Permitted Liens) on the terms and subject to the conditions set forth herein; 

WHEREAS, Gibralt will transfer the GP Holder Stock to the Operating Partnership in exchange for units of limited partnership interest
(“OP Units”) in the Operating Partnership, with each OP Unit being equal to the Offering Price; 
 WHEREAS, Rapaport
desires to, and the Operating Partnership desires Rapaport to, contribute to the Operating Partnership, all of the Rapaport Interest, free and clear of all Liens (except for Permitted Liens) on the terms and subject to the conditions set forth
herein; 
 WHEREAS, Rapaport will transfer the Rapaport Interest to the Operating Partnership in exchange for OP Units; 

WHEREAS, Amberglen desires to, and the Operating Partnership desires Amberglen to, contribute to the Operating Partnership, all of the
Amberglen Interest, free and clear of all Liens (except for Permitted Liens) on the terms and subject to the conditions set forth herein; 

  
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 WHEREAS, Amberglen will transfer the Amberglen Interest to the Operating Partnership in exchange
for OP Units; 
 WHEREAS, Amberglen desires to, and the Operating Partnership desires Amberglen to, contribute to the Operating Partnership,
all of the Minority Partner Interest, free and clear of all Liens (except for Permitted Liens) on the terms and subject to the conditions set forth herein; 

WHEREAS, Amberglen will transfer the Minority Partner Interest to the Operating Partnership in exchange for cash; 

WHEREAS, all necessary approvals have been obtained by the parties to this Agreement to consummate the transactions contemplated herein and
the other Formation Transactions. 
 NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and
other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows: 
 ARTICLE I 

CONTRIBUTION 

Section 1.01. CONTRIBUTION TRANSACTION . At the Closing and subject to the terms and conditions contained in this Agreement, each
Contributor shall and does, effective as of the Closing, hereby assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, all of such Contributor’s
right, title and interest in and to the Ownership Interests, in exchange for the consideration set forth in Section 1.02. 

Section 1.02. CONSIDERATION 

(a) Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the
Operating Partnership shall: 
 (i) in exchange for the Amberglen Interest, issue to Amberglen [—] OP Units, which amount is subject to adjustment as set forth in this Section 1.02 (the “Amberglen Consideration”); 

(ii) in exchange for the Minority Partner Interest, pay to Amberglen $[—]
dollars (the “Minority Partner Consideration”); 
 (iii) in exchange for the Rapaport Interests, issue to
Rapaport [—] OP Units (the “Rapaport Consideration”); and 

(iv) in exchange for the GP Holder Stock, issue to Gibralt [ ] OP Units (the “Gibralt Consideration”; the
Amberglen Consideration, the Rapaport Consideration and the Gibralt Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by
the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The


  
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Parties intend and agree that, in determining the Minority Partner Consideration, there shall be deducted therefrom an amount equal to the sum of (i) any rental payments attributable to the
period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of
January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent” and (ii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord
thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. 

(b) Post-Closing Adjustments. The Amberglen Consideration shall be adjusted after the Closing Date as follows: 

(i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to Amberglen a
statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Second City Initial Property Owners (as defined in the Second City Contribution Agreement) as of 12:01 A.M., New York City time, on the
Closing Date (the “Closing Date Net Working Capital”), which calculation shall be prepared in a manner consistent and using the same methodology with the most recent available balance sheet attached hereto as, and any other
adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by
subtracting (x) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the current asset accounts listed on
Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). 

(ii) The Operating Partnership shall comply with Amberglen’s reasonable requests for supporting documentation used in the
preparation of the Closing Date Net Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and
conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) Amberglen’s delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the
failure of Amberglen to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution
of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. 

(iii) If Amberglen disagrees with the Closing Date Net Working Capital, it may, within thirty (30) days of the delivery by
the Operating Partnership of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting forth Amberglen’s calculation of the Closing Date Net
Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which Amberglen disagrees and the items, facts, amounts, calculations, or valuations used to determine such line items.
Amberglen shall be deemed to have agreed with all line items or amounts 

  
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contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and
only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If Amberglen does not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by
the Operating Partnership shall be binding and conclusive on the parties hereto. 
 (iv) If Amberglen timely delivers an
Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and Amberglen shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any
disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and Amberglen are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership
and Amberglen shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm
shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could
negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the
designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, Amberglen and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm
shall be the Independent Accounting Firm. 
 (v) The Independent Accounting Firm shall establish such procedures giving due
regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or Amberglen. 

(vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): 

(A) The Operating Partnership and Amberglen shall execute any agreement required by the Independent Accounting Firm to accept their engagement
pursuant to this Section 1.02(b); 
 (B) The Operating Partnership and Amberglen shall each bear one-half of the fees and costs of the
Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Operating Partnership and Amberglen to be bound jointly and severally to the Independent Accounting Firm for those fees and costs,
and in the event Operating Partnership or Amberglen pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party agrees to reimburse Operating Partnership or Amberglen, as
applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and Amberglen with respect to the fees and costs of the Independent Accounting Firm. 

  
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 (c) Amberglen and the Operating Partnership shall use commercially reasonable
efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable, but in any event within sixty (60) days after the dispute is first submitted to the Independent Accounting Firm. Amberglen and the Operating
Partnership shall each submit within twenty (20) days of the engagement of the Independent Accounting Firm its calculation of the unresolved disputed items in the Objection Notice together with such work papers, calculations and other materials
that such party has determined supports such party’s calculation (the “Determination Materials”). The Independent Accounting Firm shall base its determination of the disputed amounts solely on the Determination Materials. The
Independent Accounting Firm shall only consider those line items and amounts in the Closing Date Calculations to which Amberglen has timely objected pursuant to Section 1.02(b)(iii) and which the Operating Partnership and Amberglen
have been unable to resolve. The Independent Accounting Firm shall not assign a value to any disputed item greater than the greatest value or less than the smallest value for such item assigned to it by the Operating Partnership or Amberglen, as the
case may be. The resolution of the dispute by the Independent Accounting Firm shall be final, binding and non-appealable on and by the Parties hereto. 

(d) Within three (3) Business Days after the final determination of the Closing Date Net Working Capital pursuant to
Section 1.02(b) or Section 1.02(c), as the case may be, (i) if the Closing Date Net Working Capital is less than $0, the Amberglen Consideration shall be decreased, dollar for dollar, by the amount by which the
Closing Date Net Working Capital is less than $0, and Amberglen shall pay to the Operating Partnership such negative amount as provided in Section 1.02(e) and (ii) if the Closing Date Net Working Capital is greater than $0, the
Amberglen Consideration shall be increased, dollar for dollar, by the amount by which the Closing Date Net Working Capital is greater than $0, and the Operating Partnership shall pay to Amberglen such positive amount as provided in
Section 1.02(e). 
 (e) Payments pursuant to this Section 1.02 shall be deemed adjustments to the
Total Consideration. The payments to be made pursuant to this Section 1.02 shall be made in cash in immediately available funds to an account designated in writing by the Operating Partnership or to one or more accounts designated by
Amberglen, as applicable. Until paid, such amounts shall bear interest determined by computing simple interest on the amount from the Closing Date to the date of payment(s) at that rate of interest identified as the “Prime Rate” of
interest on the Business Day immediately preceding the date of payment(s) as published in the Money Rates section of The Wall Street Journal (United States edition) (or the rate of interest announced publicly by Citibank, N.A. from time to time
as its “reference rate” (on the basis of a 365-day year) if The Wall Street Journal no longer publishes the Prime Rate). 

Section 1.03. FURTHER ACTION . If, at any time after the Closing, the Operating Partnership shall determine or be advised that any deeds,
bills of sale, assignments (including any intellectual property assignments), certificates, affidavits, consents, assurances or other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Operating
Partnership the right, title or interest in or to the Ownership Interests contributed by the Contributors or the interests in the Property owned by the Initial Property Owner, the Contributors shall execute and deliver, or take such commercially
reasonable actions as are within their respective control to cause to be executed and delivered, all such deeds, bills of sale, assignments (including any intellectual property assignments), certificates, affidavits, consents, assurances and do or
take such commercially reasonable actions as are within their respective control to cause to be done, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the
Ownership Interests or otherwise to carry out this Agreement; provided, that the Contributors shall not be obligated to take any action or execute any document if the additional actions or documents impose additional liabilities, 

  
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obligations, covenants, responsibilities, representations or warranties on the Contributors that are not contemplated by this Agreement. Without limiting the foregoing, the Parties shall within
thirty (30) days after the Closing and from time to time thereafter as any Party shall request, reconcile cash amounts received by any Party after Closing and to make such monetary adjustments between them as shall be required to allocate to
the Operating Partnership or the applicable Subsidiary all rents and other monies received for periods on or after the Closing and to the Contributors all rents and other monies received for periods prior to the Closing. Rental payments received
after the Closing shall be allocated first to the rental payments due for the month in which the Closing occurs (prorated on a per diem basis), then any rentals due for the period after the Closing and any excess shall be applied to any rental
amounts owing to the Contributors for any period prior to the Closing. 
 Section 1.04. TREATMENT AS CONTRIBUTION. 

(a) Each transfer, assignment and exchange by any Contributor effectuated pursuant to this Agreement shall constitute a
“Capital Contribution” by such Contributor to the Operating Partnership as defined in Article I of the A&R OP Agreement and is intended to be governed by Section 721(a) of the Code, with the exception of the transfer,
assignment and exchange of the Minority Partner Interest by Amberglen, which shall not constitute a Capital Contribution pursuant to the A&R OP Agreement but shall be treated as a sale and governed by Section 1001 of the Code. 

(b) The Contributors and the Operating Partnership agree to the tax treatment described in Section 1.04(a), and each
Contributor and the Operating Partnership shall file their respective Tax Returns consistent with such treatment, unless otherwise required by applicable Law. 

Section 1.05. OP LEASE RESPONSIBILITY. With respect to any lease entered into by the Initial Property Owners or the Contributors at any
of the Properties from and after January 15, 2014, the Operating Partnership confirms and agrees that it shall be responsible for and shall pay, or shall reimburse the Contributors for any amounts paid by them in respect of, (i) any
amounts required by the terms of any such lease to be paid by the landlord thereunder as a “tenant work allowance” or to undertake tenant improvements or (ii) any leasing commissions, legal fees or other out-of-pocket costs paid or
payable by the landlord under any such lease. 
 ARTICLE II 

CLOSING 

Section 2.01. CONDITIONS PRECEDENT. 

(a) Condition to Each Party’s Obligations. The respective obligation of each Party to effect the contributions
contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date is subject to the satisfaction or waiver (subject to the last sentence of Section 2.01(a)(i) below) of the following
conditions: 
 (i) Registration Statement. The registration statement relating to the Initial Public Offering shall
have been declared effective under the Securities Act and will not be the subject of any stop order or proceedings by the Securities and Exchange Commission seeking a stop order. This condition may not be waived by any Party. 

  
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 (ii) No Injunction. No Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation
of any of the transactions contemplated in this Agreement or any of the other Formation Transactions nor shall any litigation with or before a Governmental Authority of competent jurisdiction that seeks the foregoing then be pending. 

(iii) RAIT Consent. RAIT Partnership, L.P. (“RAIT”) shall have consented to the transfers contemplated
by this Agreement. 
 (iv) Formation Transactions. The Formation Transactions set forth on Exhibit C shall
have been consummated not later than concurrently with the Closing. 
 (b) Conditions to Obligations of the Operating
Partnership. The obligations of the Operating Partnership to effect the contributions contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of
the following conditions (any of which may be waived by the Operating Partnership in whole or in part): 
 (i)
Representations and Warranties. The representations and warranties of each Contributor contained in this Agreement shall be true and correct in all material respects at and as of the Closing (except to the extent that any such representation
or warranty speaks as of an earlier date, in which case it must be true and correct only as of such earlier date). 
 (ii)
Performance by each Contributor. Each Contributor shall have performed and complied with in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

 (iii) Consents, Licenses, Etc. All necessary consents and approvals, including of any Governmental Authorities or
third parties, for each Contributor to consummate the transactions contemplated hereby and the other Formation Transactions shall have been obtained. The Operating Partnership shall have received all licenses, permits, certificates, approvals and
other authorizations from the appropriate Governmental Authorities that are necessary in connection with the transfer of the Ownership Interests, the operation of the Property and the transactions contemplated by this Agreement. 

(iv) No Material Adverse Change. There shall not have occurred between the date hereof and the Closing Date any material
adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Contributors, the Initial Property Owner and the Property, taken as a whole (a “Fund Material Adverse Effect”);
provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Fund Material Adverse
Effect: (1) any material adverse change to the extent attributable to the announcement or pendency of the transactions contemplated by this Agreement; (2) any material adverse change attributable to conditions affecting (x) the
industries in which the Contributors or the Initial Property Owner participate (including fluctuating conditions resulting from cyclicality, seasonality or weather patterns affecting the business of the Contributors or


  
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the Initial Property Owner, including their respective tenants and suppliers) or (y) the United States economy as a whole; provided that such changes do not affect the Property in a
disproportionate manner; (3) any material adverse change resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (4) any material adverse change arising from or relating to any
change in accounting requirements or principles or any change in Laws or the interpretation or enforcement thereof; or (5) any Permitted Lien. 

(v) Initial Public Offering Closing. The closing of the Initial Public Offering shall occur substantially concurrently
with the Closing. 
 (vi) Bankruptcy and Similar Events. There shall not have been filed, by or against either
Contributor or the Initial Property Owner a petition in bankruptcy or a petition or answer seeking an assignment for the benefit of creditors, or the appointment of a receiver or trustee, or seeking liquidation or dissolution or similar relief under
Title 11 of the United States Code, as amended from time to time, or similar insolvency law, which has not been dismissed before the Closing Date. 

(vii) Formation Transactions. The Formation Transactions shall have been or shall be scheduled to be consummated
substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documents. 

(viii) Approval of Formation Transactions. The transactions contemplated hereby and the other Formation Transactions
shall have been approved or consented to in writing by the general partner and, to the extent required, the holders of the requisite limited partner interests of each Contributor. 

(ix) Working Capital. The Initial Property Owner shall have Net Working Capital of not less than zero, as of the Closing
Date 
 (x) Tenant Reserves. The Initial Property Owner shall have sufficient available funds from cash reserves, loan
reserves or other financing agreements as of the Closing Date to satisfy all contractual obligations for tenant improvements as of the Closing Date. 

(c) Conditions to Obligations of the Contributors. The obligations of each Contributor are further subject to
satisfaction of the following conditions (any of which may be waived by such Contributor in whole or in part): 
 (i)
Representations and Warranties. The representations and warranties of the Operating Partnership contained in this Agreement shall be true and correct at and as of the Closing (except to the extent that any such representation or warranty
speaks as of an earlier date, in which case it must be true and correct only as of such earlier date). 
 (ii) Performance
by the Operating Partnership. The Operating Partnership shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. 

(iii) Consents, Licenses, Etc. All necessary consents and approvals, including of any Governmental Authorities or third
parties, for each Contributor to consummate the transactions contemplated hereby and the other Formation Transactions shall have been 

  
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obtained. The Operating Partnership shall have received all licenses, permits, certificates, approvals and other authorizations from the appropriate Governmental Authorities that are necessary in
connection with the transfer of the Ownership Interests, the operation of the Property and the transactions contemplated by this Agreement. 

(iv) Advisory Agreement. The Advisory Agreement by and among the Operating Partnership, the REIT and City Office Real
Estate Management, Inc. shall have been executed. 
 (v) Excepted Holder Agreement. The Excepted Holder Agreements by
and among the REIT, CIO REIT Stock Limited Partnership, CIO OP Limited Partnership and Second City General Partner II, Limited Partnership (“SCGP”) shall have been executed. 

(vi) Tax Protection Agreements. The Tax Protection Agreements by and among the Operating Partnership, CIO OP Limited
Partnership, SCGP, Rapaport, Amberglen and Gibralt shall have been executed. 
 (vii) Second City Contribution
Agreement. The Contribution Agreement (the “Second City Contribution Agreement”) by and among, inter alios, the Operating Partnership, SCLP and SCGP, and all documents and instruments contemplated thereby, shall have been
executed. 
 (viii) Post-Closing Limited Indemnity. The Operating Partnership shall have executed and delivered to
Felton an indemnity agreement in form and substance reasonably acceptable to Felton and the Operating Partnership, whereby the Operating Partnership agrees to indemnify Felton for Felton’s obligations under that the Felton Guarantee. 

Section 2.02. TIME AND PLACE . Unless this Agreement shall have been terminated pursuant to Section 2.05, and subject to
satisfaction or waiver of the conditions in Section 2.01, the closing of the transfers contemplated by Sections 1.01 and 1.02 and the other transactions contemplated hereby (the “Closing”) shall occur substantially
concurrently with closing of, and the receipt by the REIT of the proceeds from, the Initial Public Offering (the “Closing Date”). The Closing shall take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue,
New York, New York 10022 or such other place as mutually determined by the parties hereto. The transfers described in Sections 1.01 and 1.02 and all closing deliveries shall be deemed to have occurred concurrently on the Closing Date at the
Closing for all purposes. 
 Section 2.03. CLOSING DELIVERABLES. 

(a) At or prior to the Closing, each Contributor shall deliver, or cause to be delivered, to the Operating Partnership all
documents necessary or appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to the Operating Partnership: 

(i) an Assignment and Assumption Agreement in substantially the form set forth in Exhibit E attached hereto transferring all of
such Contributor’s right, title and interest in and to the Initial Property Owner to the Operating Partnership (“Assignment and Assumption Agreement”); 

  
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 (ii) A certificate from such Contributor certifying to the Operating Partnership
(i) the accuracy of such Contributor’s representations and warranties made by Contributor hereunder, and (ii) the accuracy and current enforceability of the organizational documents for the Initial Property Owner and (iii) the
absence of any Fund Material Adverse Effect; 
 (iii) all documents and instruments, if any, necessary to reflect the change
in the general partner and limited partners of the Initial Property Owner in its state of formation and each state in which the Initial Property Owner is qualified; 

(iv) an affidavit certifying that such Contributor is not a “foreign person,” as that term is defined by
Section 1445 of the Code; 
 (v) all documents required by a lender in connection with the assumption or prepayment of
any existing loan at or prior to Closing, duly executed by each applicable party; 
 (vi) a duly executed copy of the A&R
OP Agreement; and 
 (vii) any other documents reasonably requested by the Operating Partnership or reasonably necessary or
desirable to assign, transfer, convey, contribute and deliver the Ownership Interests, free and clear of all Liens (other than Permitted Liens) and to effectuate the transactions contemplated hereby. 

(b) At or prior to the Closing, the Operating Partnership shall deliver, or cause to be delivered, to each Contributor all
documents necessary or appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to each Contributor: 

(i) an Assignment and Assumption Agreement; 

(ii) the Gibralt Consideration due to Gibralt pursuant to Section 1.02 hereof; 

(iii) the Amberglen Consideration due to Amberglen pursuant to Section 1.02 hereof; 

(iv) the Minority Partner Consideration due to Amberglen pursuant to Section 1.02 hereof; 

(v) The Rapaport Consideration due to Rapaport pursuant to Section 1.02 hereof; 

(vi) a duly executed copy of the A&R OP Agreement; and 

(vii) any other documents reasonably requested by any Contributor as may be reasonably necessary or proper to effectuate the
transactions contemplated hereby. 
 Section 2.04. CLOSING COSTS. If the Closing occurs, the REIT and the Operating Partnership shall
reimburse Gibralt, Amberglen and each Contributor under the SCLP Contribution Agreement for the reasonable and documented out-of-pocket expenses incurred by it in connection with the Formation Transactions (including the related financing and
refinancing costs) and the Initial Public Offering (excluding the underwriting discount); provided, however, that such reimbursement shall not in the aggregate exceed $8,450,000. 

  
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 Section 2.05. TERM OF THE AGREEMENT. This Agreement shall terminate automatically if the
contributions contemplated by this Agreement shall not have been consummated on or prior to the December 31, 2014 (such date is hereinafter referred to as the “Outside Date”), unless extended in writing by the parties to this
Agreement. 
 Section 2.06. EFFECT OF TERMINATION. In the event of termination of this Agreement for any reason, all obligations on the
part of the Operating Partnership and each Contributor under this Agreement shall terminate, except as otherwise provided herein. 

Section 2.07. TAX WITHHOLDING. The Operating Partnership shall be entitled to deduct and withhold, from the consideration payable
pursuant to this Agreement to each Contributor, such amounts as the Operating Partnership is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent
that amounts are so withheld by the Operating Partnership, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Contributor in respect of which such deduction and withholding was made by the Operating
Partnership. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP 

The Operating Partnership hereby represents and warrants to and covenants with each Contributor as follows: 

Section 3.01. ORGANIZATION; AUTHORITY. The Operating Partnership is a limited partnership duly organized, validly existing and in good
standing under the Law of the State of Maryland. The Operating Partnership has all requisite power and authority to enter into this Agreement and each other agreement, document and instrument contemplated hereby and to carry out the transactions
contemplated hereby and thereby, and to own, lease or operate its property, to guarantee the obligations under the Loan Agreement dated as of June 12, 2012 by and between Amberglen Properties Limited Partnership and RAIT Partnership, L.P.
covered as of the date hereof by the Felton Guarantee and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature
of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have an OP Material Adverse Effect. 

Section 3.02. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement and each other agreement, document and
instrument contemplated hereby by the Operating Partnership has been duly and validly authorized by all necessary action of the Operating Partnership. This Agreement and each agreement, document and instrument executed and delivered by or on behalf
of the Operating Partnership pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Operating Partnership, each enforceable against the Operating Partnership in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and remedies generally and (ii) as to enforceability, to general principles of equity and the
remedy of specific performance and injunctive and other forms of equitable relief, (regardless of whether enforcement is sought in a proceeding at law or in equity) and to the discretion of the court before which any proceeding therefor may be
brought. 

  
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 Section 3.03. CONSENTS AND APPROVALS. Except as set forth on Schedule 3.03, no
material consent, waiver, approval or authorization of, or filing with, any Person or Governmental Authority or under any applicable Law is required to be obtained by the Operating Partnership in connection with the execution, delivery and
performance of this Agreement, the transactions contemplated hereby or the other Formation Transactions. 
 Section 3.04. NO VIOLATION.
None of the execution, delivery or performance of this Agreement, or any agreement contemplated hereby between the parties to this Agreement or the consummation of the transactions contemplated hereby or thereby (including the other Formation
Transactions) does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of the Operating Partnership, (b) any
term or provision of any judgment, order, writ, injunction, or decree binding on the Operating Partnership or (c) any other agreement to which the Operating Partnership is a party. 

Section 3.05. VALIDITY OF OP UNITS. The OP Units to be issued to each Contributor pursuant to this Agreement have been duly authorized by
the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnership, free and clear of all Liens (other than Liens created by the A&R OP Agreement). 

Section 3.06. LITIGATION. There is no action, suit or proceeding pending or, to the Operating Partnership’s knowledge, threatened
against the Operating Partnership which, if adversely determined, would be reasonably expected to have an OP Material Adverse Effect or which would reasonably be expected to impair the ability of the Operating Partnership to execute or deliver, or
perform its obligations under, this Agreement and each other agreement, document and instrument executed by it pursuant to this Agreement or to consummate the transactions contemplated hereby or thereby. 

Section 3.07. OP AGREEMENT. Attached as Exhibit D hereto is a true and complete copy of the A&R OP Agreement of Limited
Partnership of the Operating Partnership to be entered into between the Parties and the REIT, among others, on the Closing. 

Section 3.08. LIMITED ACTIVITIES. Except for activities directly connected to the Formation Transactions, the Operating Partnership has
not engaged in any business or incurred any obligations. 
 Section 3.09. NO BROKER. The Operating Partnership has not entered into,
and covenants that it will not enter into, any agreement, arrangement or understanding with any Person which would reasonably be expected to result in the obligation of a Contributor or any Affiliates thereof to pay any finder’s fee, brokerage
commission or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Operating Partnership. 

Section 3.10. NO OTHER REPRESENTATIONS OR WARRANTIES. Other than the representations and warranties expressly set forth in this
Article III, neither the Operating Partnership nor any other Person has made or makes any express or implied representation or warranty, either written or oral, on behalf of the Operating Partnership or any representation or warranty arising
from statute or otherwise in Law and the Operating Partnership hereby disclaims any other representations or warranties, whether made or purported to be by the Operating Partnership, or any of its officers, directors, employees, agents or
representatives, with respect to the execution and delivery of this Agreement or any agreement, document or instrument contemplated to be delivered by the Operating Partnership, by this Agreement or the Formation Transactions, or the transactions
contemplated hereby or thereby. The Contributors acknowledge and agree that they have not relied and are not relying upon any representations or warranties other than those contained in this Article III. 

  
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 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS 

Each Contributor hereby represents and warrants to the Operating Partnership and agrees with the Operating Partnership as follows: 

Section 4.01. ORGANIZATION; AUTHORITY. 

(a) (1) Amberglen is a limited partnership duly organized, validly existing and in good standing under the Law of the State of
Oregon; (2) Gibralt is a corporation duly organized, validly existing and in good standing under the Law of the State of Colorado; and (3) Rapaport is an individual resident of the State of New York. Each Contributor has all requisite
power and authority to enter this Agreement and each other agreement, document and instrument contemplated hereby and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its
business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification
necessary, other than in such jurisdictions where the failure to be so qualified could not result in a Fund Material Adverse Effect. 

(b) The Initial Property Owner (i) is a limited partnership duly organized, validly existing and in good standing under
the Law of the State indicated on Exhibit A, (ii) has all limited partnership power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable
Law, and (iii) is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would
not have a material adverse effect on the business, financial condition, properties or results of operations of the Initial Property Owner. 

Section 4.02. DUE AUTHORIZATION. The execution, delivery and performance by the Contributor of this Agreement and the other Formation
Transaction Documents (including any agreement, document and instrument executed and delivered by or on behalf of the Contributor pursuant to this Agreement or the other Formation Transaction Documents) to which it is a party have been duly and
validly authorized by all necessary actions required of the Contributor. This Agreement, the other Formation Transaction Documents to which such Contributor is a party and each agreement, document and instrument executed and delivered by or on
behalf of the Contributor or Initial Property Owner pursuant to this Agreement or the other Formation Transaction Documents constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Contributor or
the Initial Property Owner, each enforceable against the Contributor or the Initial Property Owner in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium or other similar Law relating to creditors’
rights and remedies generally and (ii) as to enforceability, to general principles of equity and the remedy of specific performance and injunctive and other forms of equitable relief, (regardless of whether enforcement is sought in a proceeding
at law or in equity) and to the discretion of the court before which any proceeding therefor may be brought. 
 Section 4.03. OWNERSHIP
OF OWNERSHIP INTERESTS. Each Contributor is the sole record and beneficial owner of the Ownership Interests set forth on Exhibit B and has the exclusive power and authority to transfer, sell, assign and convey to the Operating
Partnership such Ownership Interests free and clear of any Liens, except for Permitted Liens, and, upon delivery of the consideration for such 

  
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Ownership Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the
A&R OP Agreement. Except as provided for or contemplated by this Agreement or any other agreement, document or instrument contemplated hereby, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights,
agreements, instruments or understandings of any kind outstanding (a) relating to the Ownership Interests or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Ownership
Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Ownership Interests or other equity interests or profit participation of any kind in the Initial Property Owner. All of the issued and
outstanding Ownership Interests have been duly authorized and are validly issued. 
 Section 4.04. OWNERSHIP OF THE PROPERTIES. 

(a) Except as set forth on Schedule 4.04(a)(i), the Initial Property Owner that owns the Property that is
designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to the Property free and clear of all Liens, except Permitted Liens. No Person has any right or option to acquire all or any portion of the
Property, other than the Operating Partnership pursuant to this Agreement, except as set forth on Schedule 4.04(a)(ii). 

(b) Except as would not reasonably be expected to have a Fund Material Adverse Effect, the Initial Property Owner that leases
the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of the Property, pursuant to the terms of said
Lease, in each case free and clear of all Liens, except Permitted Liens. The Initial Property Owner has not received any written notice of any default under any of the real property leases pursuant to which it leases the Property, and to the
Contributors’ knowledge there is no material uncured default by any landlord thereunder. 
 (c) The Initial Property
Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of the Initial Property Owner, as listed on
Schedule 4.04(c) hereto. 
 (d) Except for matters set forth on Schedule 4.04(d) hereto and except as would not
reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any material agreement affecting the Property (other
than a Lease (as such term is hereinafter defined) for space within the Property), is in default under any such material agreement affecting the Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in
writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration
of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owner or the Property and (3) to the Contributor’s knowledge, all
agreements affecting the Property required for the continued ownership, use, occupancy, management, leasing and operation of the Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable
bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. 

(e) Schedule 4.04(e) sets forth information with respect to the Leases of the Property which is true and accurate in all
material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. 

  
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Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to the Property, except for such rights as arise pursuant to the
Leases or as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e),
(1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has
received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination,
modification or acceleration under such Lease and (3) the Contributor has no reason to believe and has not received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owner is a
party or by which the Initial Property Owner is bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws
relating to creditors’ rights and general principles of equity. There exists no unfulfilled matured obligation on the part of either Contributor, Initial Property Owner or the Property to dedicate or grant an easement or easements over any
portion or portions of the Property to any Governmental Authority. 
 (f) To the Contributor’s knowledge, all the
buildings, fixtures and leasehold improvements used by the Initial Property Owner (or its agents) or the Property in connection with the use and operation of the improvements located on the Property are located on the Property. Each of the Property
abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and
pedestrian ingress, egress and access to such parcel from a public street or road. 
 (g) Except as shown on Schedule
4.04(g), there are no material defects in the Property known to the Contributor or the Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the
exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To the
Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of the Property are installed to the boundary of the Property, are connected with valid
permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities. 

Section 4.05. CONSENTS AND APPROVALS. Except as shall have been obtained or satisfied on or prior to the Closing Date, no consent,
waiver, approval, authorization, order, license, permit or registration of, qualification, designation, declaration or filing with, any Person or any Governmental Authority or under any applicable Laws is required to be obtained by the Contributor
or the Initial Property Owner in connection with the execution, delivery and performance of this Agreement, the other Formation Transaction Documents to which the Contributor or the Initial Property Owner is a party and the transactions contemplated
hereby and thereby. 
 Section 4.06. NO VIOLATION. None of the execution, delivery or performance of this Agreement or any agreement
contemplated hereby between the parties to this Agreement, including the Formation Transaction Documents, or the consummation of the transactions contemplated hereby or thereby (including the other Formation Transactions) does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to 

  
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others any right of termination, acceleration, cancelation or other right under, (a) the organizational documents of any Contributor (b) any agreement, document or instrument to which
any Contributor is a party or by which any Contributor or its assets or properties is bound or (c) any term or provision of any judgment, order, writ, injunction or decree binding on any Contributor (or its assets or properties), except, in the
case of (b) and (c), any such breaches or defaults that would not reasonably be expected to have a Fund Material Adverse Effect. 

Section 4.07. NON-FOREIGN PERSON. Each Contributor is a United States person (as defined in Section 7701(a)(30) of the Code). 

Section 4.08. TAXES. Except as would not have a Fund Material Adverse Effect, (a) all Tax Returns and reports required to be filed
with respect to the Property and all other assets owned by the Initial Property Owner immediately prior to the transactions contemplated by this agreement (collectively, the “Initial Property Assets”) have been timely filed (after
giving effect to any applicable filing extension periods) and all such returns and reports are accurate and complete in all material respects, (b) all Taxes required to be paid prior to the date hereof with respect to the Initial Property
Assets have been paid and (c) no deficiencies for any Taxes have been proposed, asserted or assessed with respect to the Initial Property Assets, and no requests for waivers of the time to assess any such Taxes are pending. 

Section 4.09. SOLVENCY. Each Contributor has been and will be Solvent at all times prior to and for the 90-day period following the
transfer of the Ownership Interests to the Operating Partnership. For purposes hereof, “Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair saleable value) is greater than the total amount of liabilities (including, without duplication, contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of
such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such contingent or unliquidated liabilities shall be computed at
the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

Section 4.10. LITIGATION. There is no action, suit or proceeding pending or, to such Contributor’s knowledge, threatened against
such Contributor which, if adversely determined, (i) would reasonably be expected to impair the ability of such Contributor to execute or deliver, or perform its obligations under, this Agreement and each other agreement, document and
instrument executed by it pursuant to this Agreement, the Formation Transaction Documents or to consummate the transactions contemplated hereby or thereby or the other Formation Transactions or (ii) would reasonably be expected to result in a
Fund Material Adverse Effect. 
 Section 4.11. COMPLIANCE WITH LAWS. Except as set forth on Schedule 4.11, to the knowledge
of the Contributors, the Property has been maintained in compliance in all material respects with all applicable laws, ordinances, rules, regulations, codes, orders and statutes (including, without limitation, those currently relating to fire
safety, conservation, parking, Americans with Disabilities Act of 1990, as amended, zoning and building laws) whether federal, state or local, except where the failure to so comply would not reasonably be expected to have a Fund Material Adverse
Effect. No Contributor nor the Initial Property Owner has received written notice that the Property is not in compliance as set forth in the preceding sentence. Compliance with Environmental Laws is not addressed by this Section 4.11, but
rather solely by Section 4.14. 
 Section 4.12. EMINENT DOMAIN. There is no pending or, to any Contributor’s knowledge,
proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding, in respect of all or any material portion of the Property. 

  
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 Section 4.13. LICENSES AND PERMITS. All notices, licenses, permits, certificates and
authorizations required for the continued ownership use, occupancy, management, leasing and operation of the Property have been obtained or can be obtained without material cost, are in full force and effect, are in good standing and will not be
terminated as a result of the change in ownership contemplated under the Formation Transactions or the transactions contemplated by this Agreement, except in each case for items that, if not so obtained, obtainable or transferred, would not,
individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. None of the Contributors nor the Initial Property Owner, nor, to the knowledge of any Contributor, any third party has taken any action that (or failed
to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have a
Fund Material Adverse Effect, nor has any Contributor received any written notice of violation from any Governmental Authority or written notice of the intention of any entity or Person to revoke any such notice, license, permit, certificate or
authorization, that in each case has not been cured or otherwise resolved to the satisfaction of such Governmental Authority or other entity and except as would not, individually or in the aggregate, reasonably be expected to have a Fund Material
Adverse Effect. 
 Section 4.14. ENVIRONMENTAL COMPLIANCE. Except as set forth on Schedule 4.14, to each Contributor’s
knowledge, the Initial Property Owner and its Subsidiaries are currently in compliance with all Environmental Laws and Environmental Permits, except where the failure to so comply would not have a Fund Material Adverse Effect. No Contributor has
received any written notice from the United States Environmental Protection Agency or any other federal, state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other environmental matters or any
other private party or Person claiming any current violation of, or requiring current compliance with, any Environmental Laws or Environmental Permits or demanding payment or contribution for any Release or other environmental damage in, on, under,
or upon the Property. No litigation in which any Contributor, the Initial Property Owner is a named party is pending with respect to Hazardous Materials located in, on, under or upon the Property, and, to such Contributor’s knowledge, no
investigation in such respect is pending and no such litigation or investigation has been threatened in writing in the last twelve months by any Governmental Entity or any third party. To each Contributor’s knowledge, except as set forth on
Schedule 4.14, there are no environmental conditions existing at, on, under, upon or affecting the Property or any portion thereof that would reasonably be likely to result in any claim, liability or obligation under any Environmental
Laws or Environmental Permit or any claim by any third party that would have a Fund Material Adverse Effect. 
 Section 4.15. TANGIBLE
PERSONAL PROPERTY. To each Contributor’s knowledge, except as set forth on Schedule 4.15, or as would not reasonably be expected to have a Fund Material Adverse Effect, the Initial Property Owner and its Subsidiaries’ interests
in any fixtures or personal property that are reflected on the financial statements of such entity as owned by such entity, are owned free and clear of all Liens other than Permitted Liens or pursuant to the Existing Loans and are in good working
condition, normal wear and tear excepted. 
 Section 4.16. ZONING. Except as set forth on Schedule 4.16 the zoning of each
parcel comprising the Property permits the presently existing improvements and the continuation of the business presently being conducted on such parcel; no Contributor has received (i) any written notice (which remains uncured) from any
Governmental Authority stating that the Property is currently violating any zoning, land use or other similar rules or ordinances in any material respect, or (ii) any written notice of any pending or threatened proceedings for the rezoning
(i.e., as opposed to the current zoning) of the Property or any portion thereof except, in each case as would not have a Fund Material Adverse Effect. 

  
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 Section 4.17. INVESTMENT INTENT. Each Contributor acknowledges that the offering and
issuance of the OP Units to be acquired pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and
completeness of the representations and warranties of such Contributor contained herein. In furtherance thereof, each Contributor represents and warrants to the Operating Partnership as follows: 

(a) Such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act). 
 (b) Such Contributor is acquiring the OP Units solely for its own account for the
purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the federal securities Law. 

(c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has
previously invested in securities similar to the OP Units and fully understands the limitations on transfer imposed by the federal securities Law. Such Contributor is able to bear the economic risk of holding the OP Units for an indefinite period
and is able to afford the complete loss of its investment in the OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the Operating Partnership and the business and prospects of the Operating
Partnership and the issuance of the OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and
documents, the Operating Partnership and the business and prospects of the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the OP Units; and such Contributor
understands and has taken cognizance of all risk factors related to the purchase of the OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such
Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated
hereby. 
 (d) Such Contributor acknowledges that the OP Units have not been registered under the Securities Act and,
therefore, may not be sold unless registered under the Securities Act or an exemption from registration is available. 
 Section 4.18.
EXISTING LOANS. Schedule 4.18 lists, as of the date hereof, all secured loans presently encumbering the Property or any direct or indirect interest in the Initial Property Owner and any unsecured loans relating thereto to be assumed by the
REIT or any Subsidiary of the REIT or otherwise to subsist at and after the Closing (collectively, the “Existing Loans”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund
Material Adverse Effect or that are otherwise disclosed on Schedule 4.18, no monetary default (beyond applicable notice and cure periods) by any party exists under any of the Existing Loans and the documents entered into in connection
therewith (collectively, the “Existing Loan Documents”) and no material non-monetary default (beyond applicable notice and cure periods) by any party exists under any of such Existing Loan Documents. 

Section 4.19. FINANCIAL STATEMENTS. The consolidated financial statements of each of Gibralt and Amberglen, the Initial Property Owner or
the Property delivered to the Operating Partnership (collectively the “Financial Statements”) have been prepared in all material respects in accordance with GAAP during the periods involved (except as may be indicated in the notes
thereto), subject, in the case 

  
 23 








 
of unaudited statements, to normal year-end audit adjustments, and fairly present in all material respects the financial condition and results of operations of such Contributor, the Initial
Property Owner or the Property as of the dates indicated therein and for the periods ended as indicated therein. The Initial Property Owner has no liability or obligation (whether absolute, accrued, contingent or otherwise) of the type required by
GAAP to be reflected in the Financial Statements, except (i) as set forth on the March 31, 2014 balance sheet of the Initial Property Owner; or (ii) incurred since March 31, 2014 in the ordinary course of business in accordance
with past practice and in an amount that is not, individually or in the aggregate, material to the Initial Property Owner. The accounts receivable presently owed to the Initial Property Owner are current and, to the knowledge of the Contributors,
collectible in the ordinary course, without resort to third party collections, net of any reserves applicable thereto, and, subject to such reserves, shall be collected in full in the ordinary course consistent with the past practice of the Initial
Property Owner. There is no contest, claim, or right of set off, other than rebates in the ordinary course of business consistent with past practice, under any contract with any obligor of an account receivable relating to the amount or validity of
such account receivable. 
 Section 4.20. INSURANCE. Either the Contributor or the Initial Property Owner has in place the public
liability, casualty and other insurance coverage with respect to each of the Property owned by it as the Contributor or Initial Property Owner reasonably deems necessary and in all cases including such coverage as is required under the terms of any
continuing loan or Lease. Each of the insurance policies with respect to the Property is in full force and effect in all material respects and all premiums due and payable thereunder have been fully paid when due. To the knowledge of the
Contributors, neither Contributor nor the Initial Property Owner has received from any insurance company any notices of cancellation or intent to cancel any insurance. 

Section 4.21. EMPLOYEES. The Initial Property Owner has not nor has ever had any employees. 

Section 4.22. NO BROKER. Except those fees, commissions or similar payments payable in connection with the Initial Public Offering and
the new financing transaction set forth in the registration statement related thereto, the Contributors have not entered into, and they covenant that they will not enter into, any agreement, arrangement or understanding with any Person which will
result in the obligation of the REIT, the Operating Partnership or any Affiliate to pay any finder’s fee, brokerage commission or similar payment in connection with the transaction contemplated by this Agreement or based upon arrangements made
by or on behalf of such Contributor. 
 Section 4.23. NO OTHER REPRESENTATIONS OR WARRANTIES. Other than the representations and
warranties expressly set forth in this Article IV and any other agreement entered into by the Contributors in connection with the Formation Transactions, including the Formation Transaction Documents and the Underwriting Agreement of the REIT,
no Contributor nor any other Person has made or makes any express or implied representation or warranty, either written or oral, on behalf of a Contributor including any representation as to the future revenue, profitability or success of the
Initial Property Owner, or any representation or warranty arising from statute or otherwise in Law and the Contributors hereby disclaim any other representations or warranties, whether made or purported to be by the Contributors (or any of them), or
any of their respective officers, directors, employees, agents or representatives, with respect to the execution and delivery of this Agreement or any agreement, document or instrument contemplated to be delivered by the Contributors, or any of
them, by this Agreement or the Formation Transactions, or the transactions contemplated hereby or thereby. The Operating Partnership acknowledges and agrees that it has not relied and is not relying upon any representations or warranties other than
those contained in this Article IV. 

  
 24 








 ARTICLE V 

INDEMNIFICATION 
 Section 5.01.
INDEMNIFICATION. 
 (a) The Contributors shall, severally and not jointly, in accordance with their percentage ownership in
the Initial Property Owner being contributed, indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each an
“Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses, including, without
limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively,
“Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Contributors contained in this Agreement. In each case, the
Contributors shall only bear the fees, costs or expenses in connection with the employment of one counsel (regardless of the number of Indemnified Parties). 

(b) The Contributors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses
asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from any third-party claim relating to the Ownership Interests such Contributor contributed which arise from matters that occurred prior to Closing. 

(c) With respect to any claim of an Indemnified Party pursuant to this Section 5.01, to the extent available, such
Indemnified Party agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior
to seeking indemnification from a Contributor (such Contributor, the “Indemnifying Party”) until all proceeds and benefits, if any, to which the Indemnified Party is entitled pursuant to such insurance policy having been exhausted;
provided, however, that the Indemnified Party may make a claim under this Section 5.01 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any
Losses paid by the Indemnifying Party for the benefit of any Indemnified Party, then the Indemnified Party shall promptly reimburse the Indemnifying Party in an amount equivalent to such proceeds in excess of any deductible amount up to the amount
actually paid (or deemed paid) by the Indemnifying Party to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Indemnifying Party with respect to insurance coverage disputes
shall constitute Losses paid by the Indemnifying Party for purposes of Section 5.01(a) hereof). 
 (d) As soon as
reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Section 5.01, the Indemnified Party shall give
written notice thereof to the Indemnifying Party, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 5.01(e) hereof; provided that failure to give notice to the
Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or
(b) shall have materially increased the costs or potential 

  
 25 








 
liability of the Indemnifying Party by reason of the inability or failure of the Indemnifying Party (due to such lack of prompt notice) to be involved in any investigations or negotiations
regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom, and shall identify
specifically the basis under which indemnification is sought pursuant to Section 5.01(a) or (b) above, as applicable. Unless prohibited by law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified
Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and expense, to assume
the defense of any such claim by counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all
times participate in such defense at its sole expense; and provided further, however, that the Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and
absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release
of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Indemnifying Party. If the Indemnifying Party shall not have undertaken such defense within 20
days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such
liability or claim on behalf of and for the account of such party’s and at such party’s sole cost and expense (subject to the limitations in Section 5.01(e) and (f) hereof). 

(e) Limitations on Indemnification. 

(i) The Contributors shall not be liable for any indemnification hereunder unless and until the total amount recoverable by the
Indemnified Parties under this Section 5.01 exceeds one percent (1%) of the value of the aggregate Total Consideration (valuing OP Units at a value per OP Unit equal to the Offering Price) and then only to the extent of such excess,
provided that in no event shall the Contributors be liable for indemnification hereunder for an aggregate amount exceeding ten percent (10%) of the Total Consideration (valuing OP Units at a value per OP Unit equal to the Offering Price)
provided, however, that the liability of each Contributor shall in all cases be limited to its pro rata share of the Total Consideration actually received. 

(ii) Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Contributors,
or any of them, and subject to the other limitations contained in this Section 5.01, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) pursuant
to Section 5.01(c) above, and then to indemnification under this Section 5.01. 
 (f) Limitation Period.

 (i) Any claim for indemnification under this Section 5.01 must be asserted in writing by the Indemnified Party,
stating the nature of the Losses and the basis for indemnification therefor on or prior to the first (1st) anniversary of the Closing. 

  
 26 








 (ii) If an applicable claim is asserted in writing on or prior to the first (1st) anniversary of the date of Closing, such claim shall survive until resolved by mutual agreement between the Contributor and the Indemnified Party or by arbitration or court proceeding. 

(iii) Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein
provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived as of and after such time. 

(g) Delivery of Indemnification Amounts. Indemnification payments may be made by the Contributors in the form of cash or
OP Units. To the extent indemnification is made through delivery by the Contributor of OP Units, such OP Units shall be valued at an amount per OP Unit equal to the Offering Price. The Contributors hereby authorize the REIT, as general partner of
the Operating Partnership, to take all such action as may be necessary to amend the Partnership Agreement, and any exhibits or schedules thereto, to reflect the delivery of any OP Units by the Contributors to the Operating Partnership as an
indemnification payment hereunder and to reflect that the Contributor has no further right, title or interest with respect to any such OP Units. Each of the Parties further agrees to treat any return of OP Units in satisfaction of indemnification
obligations hereunder as an adjustment to the consideration delivered to the Contributors hereunder 
 Section 5.02. EXCLUSIVE REMEDY.
In furtherance of the foregoing, the Indemnified Parties, and each of them, (i) hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a
Contributor hereto) including without limitation, any matter based on the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Contributor hereto contained herein or based on the failure of any covenant, agreement
or undertaking herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Section 5.01 and (ii) hereby waives, as of the Closing, to the fullest extent permitted
under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud on the part of a Contributor) it may have against the Contributors, or either of them, arising under or based upon
any federal, state, local or foreign Law, other than the right to seek indemnity pursuant to this Section 5. The foregoing sentence shall not limit the Indemnified Party’s right to specific performance or injunctive relief in connection
with the breach by the Contributors of the provisions of this Agreement. 
 Section 5.03. TAX TREATMENT. All indemnity payments made
hereunder shall be treated as adjustments to the consideration paid hereunder for United States federal income tax purposes. 
 ARTICLE VI

 COVENANTS AND OTHER AGREEMENTS 

Section 6.01. COVENANTS OF THE CONTRIBUTORS. During the period from the date hereof to the Closing Date (except as otherwise provided for
or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owner to) conduct
its businesses and operate and maintain the Property in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to
preserve intact current business organizations and preserve 

  
 27 








 
relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as
otherwise provided for or as contemplated by this Agreement, the Formation Transactions or the other agreements, documents and instruments contemplated hereby or thereby (including for purposes hereof the Second City Contribution Agreement), no
Contributor shall: 
 (a) sell, transfer or otherwise dispose of all or any portion of its Ownership Interests; 

(b)(i) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Ownership
Interests or make any other changes to the equity capital structure of such Contributor or the Initial Property Owner, or (ii) purchase, redeem or otherwise acquire any Ownership Interests; 

(c) issue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery,
sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of such Contributor or of the Initial Property Owner, the Property or other assets of
the Contributor or the Initial Property Owner; 
 (d) amend, modify or terminate any lease, contract or other instruments
relating to the Property, except in the ordinary course of business consistent with past practice; 
 (e) take or omit to
take any action to cause any Lien to attach to the Property, except for Permitted Liens; 
 (f) mortgage, pledge,
hypothecate, encumber (or permit to become encumbered) all or any portion of its Ownership Interests; 
 (g) amend the
operating or partnership agreement of the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; 

(h) materially alter the manner of keeping the Contributor’s or the Initial Property Owner’s books, accounts or
records or the accounting practices therein reflected, except in connection with the Formation Transactions; 
 (i) adopt a
plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; 

(j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue
Service Form 8832 (Entity Classification Election) to treat the Contributor or any Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or
compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax Return; enter into any tax allocation agreement, tax sharing
agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; 

  
 28 








 (k) terminate or amend any existing insurance policies affecting the Property
that results in a material reduction in insurance coverage for the Property; 
 (l) violate or knowingly cause or permit the
Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; 

(m) approve or permit the Initial Property Owner hereunder and the “Initial Property Owners” as defined in the Second
City Contribution Agreement to distribute cash to their limited partners or general partner in an aggregate amount exceeding $1,900,000 plus the amount of any capital contributions received by the Initial Property Owner after the date hereof; 

(n) approve or permit the Initial Property Owner to distribute any non-cash property to their limited partners or general
partner; or 
 (o) authorize, commit or agree to take any of the foregoing actions. 

Section 6.02. COMMERCIALLY REASONABLE EFFORTS BY THE OPERATING PARTNERSHIP AND EACH CONTRIBUTOR. The Operating Partnership and each
Contributor shall use commercially reasonable efforts and cooperate with each other in (a) promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained
(under any applicable Law or regulation or from any Governmental Authority or third party) in connection with the transactions contemplated by this Agreement and the other Formation Transactions and (b) promptly making any such filings, in
furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits or authorizations. 

Section 6.03. TAX AGREEMENT. The Operating Partnership shall account for any variation between the tax basis of any Contributed Asset and
its fair market value at the time of its contribution to the Operating Partnership under the traditional method under Section 704(c) of the Code and the applicable regulations. 

ARTICLE VII 
 WAIVERS
AND CONSENTS 
 Effective upon the Closing of the contribution of Ownership Interests and the exchange of OP Units pursuant to
Article I herein, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any agreement applicable to or governing the rights and privileges of a holder of such Ownership Interests,
including any rights of appraisal or rights of first offer or first refusal, and any and all notice provisions related thereto. 
 ARTICLE
VIII 
 GENERAL PROVISIONS 

Section 8.01. NOTICES. All notices and other communications under this Agreement shall be in writing and shall be deemed given
(a) when delivered personally (with written confirmation of receipt), (b) five (5) Business Days after being mailed by certified mail, return receipt requested and postage 

  
 29 








 
prepaid, (c) one Business Day after being sent by a nationally recognized overnight courier or (d) when transmitted by facsimile or electronic mail (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, in each case if confirmed within 24 hours thereafter by a signed original sent in the manner provided in
clause (a), (b) or (c), in each case to the parties at the following addresses (or at such other address for a Party as shall be specified by notice from such Party to the other Parties from time to time): 

if to the Operating Partnership to: 

c/o City Office REIT Operating Partnership, L.P. 

1075 West Georgia Street, Suite 2600 

Vancouver, British Columbia V6E 3C9 

Canada 
 Facsimile: 604-661-4873

 Email: tmaretic@secondcitycapital.com 

Attention: Anthony Maretic 
 with
a copy to: 
 Shearman & Sterling LLP 

599 Lexington Avenue 
 New York,
New York 10022 
 Facsimile: 646-848-7697 

Email: sgiove@shearman.com 

Attention: Stephen T. Giove 
 if
to Amberglen, to: 
 c/o Second City Capital Partners II, Limited Partnership 

1075 West Georgia Street, Suite 2600 

Vancouver, British Columbia V6E 3C9 

Canada 
 Facsimile: 604-661-4873

 Email: tmaretic@secondcitycapital.com 

Attention: Anthony Maretic 
 if to
Rapaport, to: 
  

			
		
	  
	 	
	  
	 	
	  
	 	
	  
	 	
	  
	 	


  
 30 








 if to Gibralt to: 

c/o Second City General Partner II, Limited Partnership 

1075 West Georgia Street, Suite 2600 

Vancouver, British Columbia V6E 3C9 

Canada 
 Facsimile: 604-661-4873

 Email: tmaretic@secondcitycapital.com 

Attention: Anthony Maretic 

Section 8.02. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings. 

(a) “Affiliate” means, with respect to any Person, a Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. 
 (b) “Business Day” means any day that is not a Saturday, Sunday or
banking holiday in the State of New York. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended,
together with the rules and regulations promulgated or issued thereunder. 
 (d) “Environmental Law” means
Laws or Orders of any Governmental Authority relating to pollution or protection of the environment or natural resources (including the generation, use, storage, management, treatment, transportation, disposal, presence, Release or threatened
Release of any Hazardous Material) or occupational health and safety, such as the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality Act of 1987;
the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Marine Protection, Research and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act,
42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response,
Compensation, and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and Radon Gas and
Indoor Air Quality Research Act; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy Act of 1982, 42 U.S.C.
Section 10101 et seq. 
 (e) “Environmental Permits” means any and all licenses, certificates,
permits, directives, requirements, registrations, government approvals, agreements, authorizations, and consents that are required under or are issued pursuant to any Environmental Laws. 

(f) “Formation Transaction Documents” means the documents and agreements required or reasonably necessary to
complete the Formation Transactions. 

  
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 (g) “GAAP” means generally accepted accounting principles in the
United States, consistently applied. 
 (h) “Governmental Authority” means any government or agency, bureau,
board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. 

(i) “Hazardous Material” means any material, substance or waste defined or regulated in relevant form,
quantity or concentration as hazardous or toxic or as a pollutant or contaminant (or words of similar import) pursuant to any Environmental Law, including any petroleum, waste oil or petroleum constituents or by-products. 

(j) “Law” means laws, statutes, rules, regulations, codes, orders, ordinances, judgments, injunctions, decrees
and policies of any Governmental Authority. 
 (k) “Liens” means all pledges, claims, liens, charges,
restrictions, controls, easements, rights of way, exceptions, reservations, leases, licenses, grants, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever. 

(l) “Offering Price” means the initial offering price of a share of REIT Common Stock in the Initial Public
Offering. 
 (m) “Operating Partnership Agreement” means the Agreement of Limited Partnership of the
Operating Partnership dated as of December 16, 2013. 
 (n) “Order” means any order, writ, judgment,
injunction, decree, ruling, assessment, stipulation, determination or award entered by or with any court or other Governmental Authority or arbitrator. 

(o) “Permitted Lien” means: 

(i) Liens securing Taxes, the payment of which is not delinquent or the payment of which is actively being contested in good
faith by appropriate proceedings diligently pursued and for which adequate reserves have been made in accordance with GAAP; 

(ii) zoning laws and ordinances applicable to the Property that are not violated by the existing structures or present uses
thereof or the transfer of the Property; 
 (iii) Liens imposed by laws, such as carriers’, warehousemen’s and
mechanics’ liens, and other similar liens arising in the ordinary course of business that secure payment of obligations arising in the ordinary course of business that are not yet due and payable or which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been made in accordance with GAAP; and 
 (iv) non-exclusive
easements for public utilities and other operational purposes the full exercise of which do not materially interfere with the current use or operation of the Property; 

(v) Liens securing the Existing Loans set forth on Schedule 4.18 hereto; 

  
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 (vi) the encumbrances on title to the Property created by the Leases in effect as
of the Closing Date; and 
 (vii) any exceptions contained the title policies listed on Schedule 4.04(c) hereto
(except those relating to liens for debt being paid off as of the Closing Date). 
 (p) “OP Material Adverse
Effect” means any material adverse change in any of the assets, business, condition (financial or otherwise), or results of operations of the OP and its Subsidiaries, taken as a whole. 

(q) “Person” means an individual, corporation, partnership, limited liability company, joint venture,
association, trust, unincorporated organization or other entity. 
 (r) “REIT Common Stock” means the common
stock, par value $0.01 per share, of the REIT. 
 (s) “Release” means any release, spill, emission, leaking,
dumping, injection, pouring, pumping, placing, discarding, abandoning, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata). 
 (t) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. 
 (u) “Subsidiary” of any Person means any corporation, partnership, limited
liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest or
(ii) (A) 10% or more of the voting power of the voting capital stock or other equity interests or (B) 10% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited
liability company, joint venture, trust or other legal entity. 
 (v) “Tax” means all federal, state, local
and foreign income, property, withholding, sales, franchise, employment, excise and other taxes, tariffs or governmental charges of any nature whatsoever, including estimated taxes, together with penalties, interest or additions to Tax with respect
thereto. 
 (w) “Tax Return” means any return, declaration, report, claim for refund, or information return
or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof. 
 Section 8.03.
COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. 

Section 8.04. ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement, including the exhibits and schedules hereto constitute the
entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other
than the parties hereto and the Indemnified Parties. 

  
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 Section 8.05. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the Law of the State of New York. 
 Section 8.06. ASSIGNMENT. This Agreement shall be binding upon, and shall be
enforceable by and inure to the benefit of, the Parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of Law) by any
Party without the prior written consent of each other Party, and any attempted assignment without such consent shall be null and void and of no force and effect, except that the Operating Partnership and each Contributor may assign its rights and
obligations hereunder to an Affiliate. 
 Section 8.07. JURISDICTION. Each of the parties hereto irrevocably and unconditionally
submits to the exclusive jurisdiction of (a) any New York State court sitting in the County of New York and (b) the United States District Court for the Southern District of New York, for the purposes of any action, suit or proceeding
arising out of this Agreement or any transaction contemplated hereby (and each agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its Affiliates except in such courts). Each of the Parties
hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth in Section 8.01 shall be effective
service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Nothing in this Agreement will affect the right of any
Party to this Agreement to serve process in any other manner permitted by applicable Law. Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) any New York State court sitting in the County of New York or (ii) the United States District Court for the Southern District of New York, or that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 Section 8.08. SEVERABILITY.
Each provision of this Agreement will be interpreted so as to be effective and valid under applicable Law, but if any provision is held invalid, illegal or unenforceable under applicable Law in any jurisdiction, then such invalidity, illegality or
unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein. 

Section 8.09. RULES OF CONSTRUCTION. 

(a) The Parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. 

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and
schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any agreement, document or instrument made or delivered pursuant hereto unless otherwise defined therein. The definitions contained
in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter 

  
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genders of such terms. Unless explicitly stated otherwise herein, any agreement, document, instrument or statute defined or referred to herein or in any agreement, document or instrument that is
referred to herein means such agreement, document, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements, documents and instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. 

Section 8.10. EQUITABLE REMEDIES. The Parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the other parties
hereto and to enforce specifically the terms and provisions hereof in any federal or state court located in New York, this being in addition to any other remedy to which the parties are entitled under this Agreement or otherwise at law or in equity.

 Section 8.11. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement. 
 Section 8.12. NO PERSONAL LIABILITY CONFERRED. This Agreement
shall not create or permit any personal liability or obligation on the part of any officer, director, limited partner, employee or shareholder of the Operating Partnership or the Contributors. 

Section 8.13. AMENDMENT; WAIVER. Any amendment hereto shall be in writing and signed by all parties hereto. No waiver of any of the
provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. 

Section 8.14. SUPPLEMENT TO SCHEDULES. From time to time prior to the Closing, the Contributors shall have the right (but not the
obligation) to supplement or amend the Schedules hereto with respect to any matter hereafter arising or of which Contributors become aware after the date hereof including specifically, but not by way of limitation, information contained in any title
insurance or property reports with respect to the Property (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Schedules as of the
date hereof and the Closing Date; provided, however, that no such Schedule Supplement shall have any effect for purposes of determining the satisfaction of the conditions to Closing set forth herein. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their
respective duly authorized officers or representatives, all as of the date first written above. 
  

			
	OPERATING PARTNERSHIP:
	
	 CITY OFFICE REIT OPERATING

PARTNERSHIP, L.P.

		
	By:	 	City Office REIT, Inc.
		 	its Sole General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CONTRIBUTORS:
	
	GIBRALT US, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 GCC AMBERGLEN INVESTMENTS LIMITED

PARTNERSHIP

		
	By:	 	GCC Oregon Amberglen LLC,
		 	its Sole General Partner
		
	By:	 	GCC Holdings US, Inc., a Nevada corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
		
		 	  

		 	Daniel Rapaport



  
 36 








 Exhibit A 

Property 

  
 37 








 Exhibit B 

Contributing Ownership Interests 

  
 38 








 Exhibit C 

Formation Transactions 

  
 39 








 Exhibit D 

Amended and Restated Partnership Agreement of the Operating Partnership 

[see attached] 

  
 40 








 Exhibit E 

Form of Assignment and Assumption Agreement 

[See Attached] 

  
 41 








 Schedule 1.02(a) 

Reimbursable Leases 

  
 42 








 Schedule 1.02(b) 

Balance Sheet 

  
 43 








 Schedule 1.02(b)(i) 

Net Working Capital 

  
 44 








 Schedule 3.03 

Consents and Approvals 

  
 45 








 Schedule 4.04(a)(i) 

Owned Real Property 

[Insert Ground Lease Particulars] 

  
 46 








 Schedule 4.04(a)(ii) 

Rights to Acquire Property 

  
 47 








 Schedule 4.04(c) 

Title Policies 

  
 48 








 Schedule 4.04(d) 

Material Agreements 

  
 49 








 Schedule 4.04(e) 

Leases 

  
 50 








 Schedule 4.11 

Compliance with Laws 

  
 51 








 Schedule 4.14 

Environmental Compliance 

None. 

  
 52 








 Schedule 4.15 

Tangible Personal Property 

  
 53 








 Schedule 4.16 

Zoning 

  
 54 








 Schedule 4.18 

Existing Loans 

  
 55