0001193125-15-394063 Sample Contracts

SECOND AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • December 3rd, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Missouri

THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (this “Escrow Agreement”), dated as of November 30, 2015, is entered into by and among MVP REIT II, INC., a Maryland corporation (the “Company”), UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and MVP American Securities, LLC, a Delaware limited liability company, as affiliated selling agent for the Company (the “Affiliated Selling Agent,” and together with each selling agent that enters into a Selling Agreement with the Company, the “Selling Agents”). This Escrow Agreement amends and restates in its entirety the Amended and Restated Escrow Agreement dated October 5, 2015, entered into by and among the parties hereto.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • December 3rd, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Maryland

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) dated as of November 30, 2015, is entered into by and among 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 but not defined herein are used as defined in the Advisory Agreement (as defined below).

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