SECOND AMENDMENT TO ADVISORY AGREEMENT OF PHILLIPS EDISON GROCERY CENTER REIT II, INC.

This Second Amendment (this “Second Amendment”) is made effective as of August 2, 2016, to the Advisory Agreement, dated December 3, 2015 (as amended, the “Advisory Agreement”), by and among Phillips Edison Grocery Center REIT II, Inc., a Maryland corporation (the “Company”), Phillips Edison Grocery Center Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and Phillips Edison NTR II LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement.

WHEREAS, the Company, the Operating Partnership and the Advisor previously entered into the Advisory Agreement on December 3, 2015;

WHEREAS, the Advisory Agreement was amended on March 22, 2016; and

WHEREAS, pursuant to Section 26 of the Advisory Agreement, the Company, the Operating Partnership and the Advisor desire to further amend the Advisory Agreement in order to modify the terms thereof;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Advisory Agreement is hereby amended as follows:

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date and year first above written.