0001581405-16-000072 Sample Contracts

ADVISORY AGREEMENT BY AND AMONG PHILLIPS EDISON GROCERY CENTER REIT II, INC., PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. and PHILLIPS EDISON NTR II LLC Dated as of December 3, 2015
Advisory Agreement • March 3rd, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of December 3, 2015, is entered into among Phillips Edison Grocery Center REIT II, Inc., a Maryland corporation (the “Company”), Phillips Edison Grocery Center Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and Phillips Edison NTR II, LLC, a Delaware limited liability company.

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FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P.
Agreement of Limited Partnership • March 3rd, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. (this “Amendment”) is made effective as of December 3, 2015 by PE GROCERY CENTER OP GP II LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).

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