0001104659-11-038310 Sample Contracts

THIRD AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT
Advisory Management Agreement • July 8th, 2011 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas

This THIRD AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT (this “Agreement”) is entered into on this the 5th day of July, 2011, by and between BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (the “Company”), and BEHRINGER HARVARD OPPORTUNITY ADVISORS II, LLC, a Texas limited liability company (the “Advisor”).

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BEHRINGER HARVARD OPPORTUNITY REIT II, INC. Up to $737,500,000 in Shares of Common Stock DEALER MANAGER AGREEMENT July 5, 2011
Dealer Manager Agreement • July 8th, 2011 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas

Behringer Harvard Opportunity REIT II, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 75,000,000 shares of its common stock, $0.0001 par value per share (the “Shares” or the “Stock”) to be issued and sold (the “Offering”) for an aggregate purchase price of $737,500,000 (50,000,000 Shares to be offered to the public for $10.00 per Share and 25,000,000 Shares to be offered pursuant to the Company’s distribution reinvestment plan for a maximum of $9.50 per Share, in each case subject to the Company’s right to reallocate such Share amounts as described in the Prospectus (as defined below) and subject to discounts as described in the Prospectus); provided, however, that no offers or sales shall be made in connection with the Offering until 9:00 am (CST) on July 5, 2011. There shall be a minimum initial purchase by any one person of 200 Shares ($2,000) (except in New York where the minimum initial purchase is 250 Shares ($2,500) or as otherwise indi

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