MOODY NATIONAL REIT II, INC. FORM OF DEALER MANAGER AGREEMENT Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per shareDealer Manager Agreement • August 22nd, 2014 • Moody National REIT II, Inc. • Texas
FORM OF ESCROW AGREEMENTEscrow Agreement • August 22nd, 2014 • Moody National REIT II, Inc. • Missouri
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of [ _ ], 2014, is entered into by and among MOODY NATIONAL REIT II, INC., a Maryland corporation (the “Company”), MOODY SECURITIES, LLC, a Delaware limited liability company, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
FORM OF ADVISORY AGREEMENT among MOODY NATIONAL REIT II, Inc., MOODY NATIONAL OPERATING PARTNERSHIP II, LP, AND Moody national Advisor II, LLC ADVISORY AGREEMENTAdvisory Agreement • August 22nd, 2014 • Moody National REIT II, Inc. • Maryland
THIS ADVISORY AGREEMENT, dated as of the [__] day of [__], 2014 (this “Agreement”), is entered into by and among Moody National REIT II, Inc., a Maryland corporation (the “Company”), Moody National Operating Partnership II, LP, a Delaware limited partnership (the “Operating Partnership”) and Moody National Advisor II, LLC, a Delaware limited liability company (the “Advisor,” and collectively with the Company and the Operating Partnership, the “Parties”).1 Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
LIMITED PARTNERSHIP AGREEMENT OF MOODY NATIONAL OPERATING PARTNERSHIP II, LP A DELAWARE LIMITED PARTNERSHIP August 15, 2014Limited Partnership Agreement • August 22nd, 2014 • Moody National REIT II, Inc. • Delaware
This Limited Partnership Agreement is entered into this 15th day of August, 2014, between Moody National REIT II, Inc., a Maryland corporation, as the General Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.
