DEALER MANAGER AGREEMENTDealer Manager Agreement • March 3rd, 2014 • Griffin Capital Essential Asset REIT II, Inc. • California
Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $2.2 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($2 billion in shares to be offered to the public, consisting of Class A shares at a purchase price of $10.00 per share and Class C shares at a purchase price of $9.4241 per share, and $200 million in shares to be offered pursuant to the Company’s distribution reinvestment plan, consisting of Class A shares at a purchase price of $9.50 per share and Class C shares at a purchase price of $8.9529 per share). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form atta
ADVISORY AGREEMENT BY AND AMONG GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. AND GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLCAdvisory Agreement • March 3rd, 2014 • Griffin Capital Essential Asset REIT II, Inc. • California
THIS ADVISORY AGREEMENT, dated as of ____________, 2014, is entered into among GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnershipˮ) and GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • March 3rd, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Delaware
Griffin Capital Essential Asset Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of __________, 2014, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
