AMENDED AND RESTATED ADVISORY AGREEMENT
THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of March 2, 2019, is by and among CNL Healthcare Properties II, Inc., a corporation organized under the laws of the State of Maryland (the Company), CHP II Partners, LP, a limited partnership organized under the laws of the State of Delaware (the Operating Partnership), and CHP II Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the Advisor).
W I T N E S S E T H
WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement (No. 333-206017) on Form S-11 registering $2,000,000,000 of its Common Shares (as defined below) to be offered to the public in a primary offer and pursuant to a distribution reinvestment plan, and the Company may subsequently issue Securities (as defined below) other than such shares or otherwise raise additional capital;
WHEREAS, the Company has qualified as a REIT (as defined below), and invested its funds in investments permitted by the terms of the Prospectus (as defined below) and Sections 856 through 860 of the Code (as defined below);
WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board of Directors (as defined below) of the Company, all as provided herein; and
WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth; and
WHEREAS, the Company, the Operating Partnership and the Advisor are parties to that certain Advisory Agreement dated as of March 2, 2016, as renewed from time to time (the Advisory Agreement); and
WHEREAS, the parties hereto desire to amend and restate the Advisory Agreement in its entirety hereby.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
(1) Definitions. As used in this Amended and Restated Advisory Agreement (the Agreement), the following terms have the definitions hereinafter indicated:
Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, acquisition, development or construction of any investment, including any Real Property, Real Estate Related Securities, Loans, or Permitted Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.
Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company, the Operating Partnership or the Advisor) in connection with the selection, evaluation, structure, purchase, development or construction of Real Property or with making or investing in Loans, Real Estate Related Securities or Permitted Investments, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not Affiliated with the Advisor in connection with the actual development and construction of a project.