THIS VOTING AGREEMENT (this Agreement), dated as of September 8, 2020, is between Resource Real Estate, LLC, a Delaware limited liability company (Stockholder) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (REIT II). REIT II and the Stockholder are each sometimes referred to herein individually as a Party and collectively as the Parties.
W I T N E S S E T H
WHEREAS, concurrently with the execution of this Agreement, Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (REIT I), REIT II and Revolution I Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of REIT II (Merger Sub), are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the Merger Agreement), providing for, among other things, the merger (the Merger) of REIT I with and into Merger Sub pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, in order to induce REIT II to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the 30,206 shares of convertible stock, $0.01 par value per share (Convertible Stock) of REIT I Beneficially Owned by Stockholder (the Original Shares and, together with any additional shares of REIT I Convertible Stock pursuant to Section 6 hereof, the Shares); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, REIT II has required that Stockholder, and Stockholder has agreed to, execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth below and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.
Action shall have the meaning given in Section 2 of this Agreement.