0001600626-14-000014 Sample Contracts

FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
Griffin Capital Essential Asset REIT II, Inc. • June 10th, 2014 • 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 __________, 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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ESCROW AGREEMENT
Escrow Agreement • June 10th, 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 __ day of ________, 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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