0001600626-14-000019 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 8th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • 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 T 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 T 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

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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, LLC
Advisory Agreement • July 8th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • 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”).

ESCROW AGREEMENT
Escrow Agreement • July 8th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California

This Escrow Agreement (this “ Agreement ”) is made and entered into as of this 17th day of June, 2014 by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “ Company ”), Griffin Capital Securities, Inc., a California corporation (the “ Dealer Manager ”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “ Escrow Agent ”).

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