0001104659-07-055204 Sample Contracts

FORM OF ADVISORY MANAGEMENT AGREEMENT
Form of Advisory Management Agreement • July 20th, 2007 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas

This ADVISORY MANAGEMENT AGREEMENT (this “Agreement”) is entered into on this the day of , 2007, by and between BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (the “Company”), and BEHRINGER HARVARD OPPORTUNITY ADVISORS II LP, a Texas limited partnership (the “Advisor”).

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Form of Dealer Manager Agreement] BEHRINGER HARVARD OPPORTUNITY REIT II, INC. Up to $1,237,500,000 in Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 20th, 2007 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas
Form of Property Management and Leasing Agreement] PROPERTY MANAGEMENT AND LEASING AGREEMENT
Management Agreement • July 20th, 2007 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas

This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the day of , 2007, by and among BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (“BH OPPORTUNITY REIT II”), BEHRINGER HARVARD OPPORTUNITY OP II LP, a Texas limited partnership (“BH OPPORTUNITY II LP”), and BEHRINGER HARVARD OPPORTUNITY MANAGEMENT SERVICES, LLC, a Texas limited liability company (the “Manager”).

ESCROW AGREEMENT
Escrow Agreement • July 20th, 2007 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas

BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Behringer Securities LP, a Texas limited partnership (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which Citibank, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (1) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Subscribers”), the Company has received subscriptions for Stock from nonaffiliates of the Company resulting in total minimum capital raised of $50,000,000 (the “Pennsylvania Required Capital”); (2) in the case of s

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