0001193125-15-264465 Sample Contracts

SELLING AGENT] FORM OF SELLING AGREEMENT
Selling Agreement • July 28th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • New York
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FORM OF ESCROW AGREEMENT
Escrow Agreement • July 28th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of [ ], 2015, is entered into by and among MVP REIT II, INC., a Maryland corporation (the “Company”), [ ], a [ ] limited liability company, as selling agent for the Company (the “Selling Agent”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

LIMITED PARTNERSHIP AGREEMENT OF MVP REIT II OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • July 28th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement is entered into this day of [ ], 2015, between MVP REIT II, Inc., a Maryland corporation, as the General Partner, and MVP REIT II Holdings, LLC, a Delaware limited liability company, as the Initial Limited Partner. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.

FORM OF ADVISORY AGREEMENT BETWEEN MVP REIT II, INC., MVP REIT II OPERATING PARTNERSHIP, LP, AND MVP REALTY ADVISORS, LLC
Form of Advisory Agreement • July 28th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT, dated as of the day of June, 2015 (this “Agreement”), is entered into by and between MVP REIT II, Inc., a Maryland corporation (the “Company”), MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and MVP Realty Advisors, LLC, a Nevada limited liability company (the “Advisor,” and together with the Company and the Operating Partnership, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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