CONTRIBUTION AGREEMENTContribution Agreement • May 6th, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 22, 2016 (the “Effective Date”) by and among PE OP II VALUE ADDED GROCERY, LLC, a Delaware limited liability company (“Contributor”), TPG RE II ELECTRICITY SPV, LP, a Delaware limited partnership (“TPG”), and PHILLIPS EDISON VALUE ADDED GROCERY VENTURE, LLC, a Delaware limited liability company (the “Company”).
PHILLIPS EDISON VALUE ADDED GROCERY VENTURE, LLC a Delaware limited liability company LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 22, 2016Limited Liability Company Agreement • May 6th, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • Delaware
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
FIRST AMENDMENT TO ADVISORY AGREEMENT OF PHILLIPS EDISON GROCERY CENTER REIT II, INC.Advisory Agreement • May 6th, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”) is made effective as of March 22, 2016, to the Advisory Agreement (the “Advisory Agreement”), dated December 3, 2015, by and 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 (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement.
MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTAnd Construction Management Agreement • May 6th, 2016 • Phillips Edison Grocery Center Reit Ii, Inc. • Real estate investment trusts • California
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P.Phillips Edison Grocery Center Reit Ii, Inc. • May 6th, 2016 • Real estate investment trusts
This SECOND 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 March 22, 2016, 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).
