FORM OF SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR, LLCAdvisory Agreement • May 7th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania
This Second Amended and Restated Advisory Agreement, dated as of , 2010 (the “Agreement”), is between Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor, LLC, a Delaware limited liability company (the “Advisor”), and amends and restates the First Amended and Restated Advisory Agreement between the Company and the Advisor entered into as of January 12, 2010, and the Advisory Agreement between the Company and the Advisor entered into as of September 14, 2009.
RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. CHADWICK SECURITIES, INC. FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • May 7th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania
The undersigned, Resource Real Estate Opportunity REIT, Inc. (the “Company”), a Maryland corporation, is conducting a public offering (the “Offering”) of up to 82,500,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 7,500,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (“DRP”). The Company desires for you, Chadwick Securities, Inc. (the “Dealer Manager”), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Company hereby confirms its agreement with you, as Dealer Manager, as follows:
RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. FORM OF ESCROW AGREEMENTResource Real Estate Opportunity • May 7th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Pennsylvania
THIS ESCROW AGREEMENT (this “Agreement”) is made to be effective as of , 2010, by and among Chadwick Securities, Inc., a Delaware corporation (“Chadwick” or the “Dealer Manager”), Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “REIT”) and TD Bank, N.A., as escrow agent (the “Escrow Agent”).
