0001193125-13-454821 Sample Contracts

FORM OF ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC
Advisory Agreement • November 26th, 2013 • Resource Real Estate Opportunity REIT II, Inc. • Real estate investment trusts • 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 • November 26th, 2013 • Resource Real Estate Opportunity REIT II, Inc. • Real estate investment trusts • 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:

MANAGEMENT AGREEMENT
Management Agreement • November 26th, 2013 • Resource Real Estate Opportunity REIT II, Inc. • Real estate investment trusts • Pennsylvania

THIS MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into this day of , 2013 (the “Effective Date”), by and among RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., a Maryland corporation (the “Company”), RRE OPPORTUNITY OP II, LP, a Delaware limited partnership (the “OP”) and RESOURCE REAL ESTATE OPPORTUNITY MANAGER II, LLC, a Delaware limited liability company (“Manager”).

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • November 26th, 2013 • Resource Real Estate Opportunity REIT II, Inc. • Real estate investment trusts • Missouri

THIS SUBSCRIPTION ESCROW AGREEMENT dated as of , 2013 (this “Agreement”), is entered into among Resource Securities, Inc. (the “Dealer Manager”), Resource Real Estate Opportunity REIT II, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

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