0001600626-14-000034 Sample Contracts

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 • August 21st, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California

THIS ADVISORY AGREEMENT, dated as of July 31, 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”).

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FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • August 21st, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • 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 July 31, 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.

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