0001193125-15-209559 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 2nd, 2015 • Resource Real Estate Innovation Office REIT, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT dated as of June 1, 2015 (this “Agreement”), is entered into among Resource Securities, Inc. (the “Dealer Manager”), Resource Real Estate Innovation Office REIT, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

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RESOURCE REAL ESTATE INNOVATION OFFICE REIT, INC. RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 2nd, 2015 • Resource Real Estate Innovation Office REIT, Inc. • Real estate investment trusts • Pennsylvania

The undersigned, Resource Real Estate Innovation Office REIT, Inc. (the “Company”), a Maryland corporation, is conducting a public offering (the “Offering”) of up to $1,100,000,000 of shares of its common stock, $.01 par value per share (the “Shares”), of which $100,000,000 of shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (“DRP”). The Company desires for Resource Securities, Inc. (the “Dealer Manager”), to act as its Dealer Manager in connection with the offer and sale 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:

ADVISORY AGREEMENT between RESOURCE REAL ESTATE INNOVATION OFFICE REIT, INC. and RRE INNOVATION OFFICE ADVISOR, LLC May 29, 2015
Advisory Agreement • June 2nd, 2015 • Resource Real Estate Innovation Office REIT, Inc. • Real estate investment trusts • Pennsylvania

This Advisory Agreement, dated as of May 29, 2015 and effective as of the Effective Date (the “Agreement”), is between Resource Real Estate Innovation Office REIT, Inc., a Maryland corporation (the “Company”), and RRE Innovation Office Advisor, LLC, a Delaware limited liability company (the “Advisor”).

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