0001600626-15-000094 Sample Contracts

FORM OF AMENDMENT NO. 2 TO DEALER MANAGER AGREEMENT
Dealer Manager Agreement and Participating Dealer Agreement • October 2nd, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California

This Amendment No. 2 to Dealer Manager Agreement and Participating Dealer Agreement (this “Amendment”) is made and entered into as of this ____ day of October, 2015 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, solely with respect to the amendment of Section 3.3 of the Dealer Manager Agreement and the amendment to the first paragraph of Section V of the Participating Dealer Agreement as set forth below, Griffin Capital Essential Asset Advisor II, LLC (the “Advisor”).

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FORM OF AMENDMENT NO. 2 TO ADVISORY AGREEMENT
Advisory Agreement • October 2nd, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California

THIS AMENDMENT NO. 2 TO ADVISORY AGREEMENT, dated as of October ___, 2015 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 and Griffin Capital Essential Asset Advisor II, LLC, a Delaware limited liability company (the “Advisor”).

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