0001193125-12-426188 Sample Contracts

FORM OF ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC
Advisory Agreement • October 17th, 2012 • Resource Real Estate Opportunity REIT II, Inc. • Pennsylvania

This Advisory Agreement, dated as of , (the “Agreement”), is between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor II, LLC, a Delaware limited liability company (the “Advisor”).

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RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. RESOURCE SECURITIES, INC. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 17th, 2012 • Resource Real Estate Opportunity REIT II, Inc. • Pennsylvania

The undersigned, Resource Real Estate Opportunity REIT II, Inc. (the “Company”), a Maryland corporation, is conducting a public offering (the “Offering”) of up to 110,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 10,000,000 Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (“DRP”). The Company desires for you, Resource Securities, Inc. (the “Dealer Manager”), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Company hereby confirms its agreement with you, as Dealer Manager, as follows:

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