Promissory Note



 Exhibit 10.2 

PROMISSORY NOTE 
  

			
	$18,460,000.00	  	New York, New York
		  	July 18, 2014

 FOR VALUE RECEIVED, CIO LAKE VISTA, LIMITED PARTNERSHIP, a Delaware limited partnership, as maker,
having its principal place of business at c/o City Office REIT, Inc., 1075 West Georgia Street, Suite 2600, Vancouver, British Columbia V6E 3C9, Canada (together with its respective permitted successors and assigns, “Borrower”),
hereby unconditionally promises to pay to the order of SECURITY BENEFIT LIFE INSURANCE COMPANY, a Kansas insurance company, as payee, having an address at One Security Benefit Place, Topeka, Kansas 66636 (together with its successors and
assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of EIGHTEEN MILLION FOUR HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS ($18,460,000.00), in lawful
money of the United States of America with interest thereon to be computed from the date of this Note at the Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement, dated the date hereof, between
Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms not defined herein shall have the respective meanings set forth
in the Loan Agreement. 
 ARTICLE 1: PAYMENT TERMS 

Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at
the rates and at the times specified in Article 2 of the Loan Agreement, and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 

ARTICLE 2: DEFAULT AND ACCELERATION 

The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid on
or prior to the date when due (subject to any grace period) or if not paid on the Maturity Date or on the happening of any other Event of Default. 

ARTICLE 3: LOAN DOCUMENTS 

This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement,
the Mortgage and the other Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and
the Loan Agreement, the terms and provisions of the Loan Agreement shall govern. 
 ARTICLE 4: SAVINGS CLAUSE 

Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall
automatically be limited so that, after taking 







 
into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest
exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender and (c) if through any contingency or event Lender receives
or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender. 

ARTICLE 5: NO ORAL CHANGE 

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part
of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 

ARTICLE 6: WAIVERS 

Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand
for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of
this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive,
extend, change, discharge, terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of the Debt, under this Note, the Loan Agreement or the other Loan Documents. No notice to or
demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If
Borrower is a partnership, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals or entities comprising the partnership, and the term “Borrower,” as used herein,
shall include any alternate or successor partnership, but any predecessor partnership shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable
notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term “Borrower” as used herein, shall include any alternative or successor corporation, but any
predecessor corporation shall not be relieved of liability hereunder. If any Borrower is a limited liability company, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the members comprising the
limited liability company, and the term “Borrower” as used herein, shall include any alternate or successor limited liability company, but any predecessor limited liability company shall not thereby be released from any liability.
Nothing in the foregoing three sentences shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, corporation or limited liability company, as applicable, which may be set
forth in the Loan Agreement or any other Loan Document. 

  
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 ARTICLE 7: TRANSFER 

Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender may deliver all the collateral mortgaged, granted,
pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever
be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred. Following any transfer of this Note,
the transferee shall promptly deliver to Borrower written notice of such transfer and any new notice and payment address. 
 ARTICLE 8:
EXCULPATION 
 The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Note to
the same extent and with the same force as if fully set forth herein. 
 ARTICLE 9: GOVERNING LAW 

This Note shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement. 

ARTICLE 10: NOTICES 
 All
notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement. 

ARTICLE 11: JOINT AND SEVERAL 

If Borrower consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and
several. 
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 IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first
above written. 
  

					
	BORROWER:
	
	 CIO LAKE VISTA, LIMITED PARTNERSHIP,

a Delaware limited partnership

		
	 By:
	 	CIO Lake Vista GP, LLC,
		 	 a Delaware limited liability company

			
		 	 By:
	 	 /s/ James Farrar

		 		 	Name: James Farrar
		 		 	Title:   President