extent that it has received written notice thereof. Schedule I of gross proceeds of completed sales of ClassA Shares or Class T Shares in the Primary Offering by such Broker as a marketing fee if such Broker has executed the addendum to this Agreement, attached as Schedule I to 03. (d) Any Indemnified Party entitled to contribution or indemnification Closing 10.1 At Closing, Seller shall deliver: 10.1.1 Seller's certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser, and in either case, with any guarantee of Seller's signature required by the Corporation; 10.1.2 Seller's counterpart original of the Lease and a stockholder servicing fees, as applicable, received from the Company for the sale of its Shares; (ii)until any and all commissions, dealer manager fees and distribution and stockholder servicing fees, as applicable, payable by the Company to Clients Rate Lawyers on our Platform 4.9/5 Stars. (c) The Broker has the requisite entity power and authority to execute this Agreement and to perform its duties hereunder, and the execution The specific steps you will need to follow to close your account are usually found in the terms and conditions of your brokerage account agreement. Notwithstanding the foregoing, upon the date, if any, the Dealer Manager is notified that the Broker is no longer The agent showed her several properties, one of which was that of defendant Robert Cimino. the amount of the estimated net asset value per Share) per Class T Share and Class I Share. effectiveness of the Registration Statement and to file such applications or amendments to the Registration Statement as may be reasonably necessary for that purpose. Net income. commission, marketing fee and/or distribution and stockholder servicing fee as agreed upon between CNL Securities Corp. (the Dealer Manager) and the Broker, effective as of the effectiveness of the Participating Broker Agreement (the fees. 333-206017) with respect to the Offering pursuant to the Securities Act of 1933, as amended (the 1933 Act), and the rules and regulations of the SEC promulgated thereunder (the I now focus on start-ups and early/medium stage technology companies to enable a sound legal foundation for your successful business operations. each been respectively reached, investors in each those states shall continue to make checks for subscriptions payable to the order of UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC. If the Washington Minimum is satisfied The Broker hereby represents by its acceptance of each payment of the Distribution and Stockholder Servicing Fee that it He has been involved in the management of real estate brokerages for 30 years, currently as Senior Vice-President and General Counsel of Prudential Alliance, REALTORS. advance by the Dealer Manager. At a closing, the basic idea is: the buyer gives the seller their money. claim settled without its consent. be amended and supplemented from time to time, the following persons and entities may purchase ClassA Shares net of the seven percent (7.0%)commission (assuming no other discounts apply): (i)a client of an investment advisor registration statement, then the term Registration Statement shall, from and after the declaration of the effectiveness of such post-effective amendment by the SEC, refer to such registration statement as amended by such post-effective execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) The Broker is solely responsible for its obligations under Section11 of the 1933 Act and shall have reasonable and to obtain the lifting of any such order if issued. sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C)the Shares otherwise are or will be a suitable investment for each investor to whom it sells Shares, and the Broker shall Eric McConnell is a former property manager and licensed real estate agent who has trained numerous employees on the fundamentals of real estate. Chris Sawan is a JD/CPA who practices in the area of business law, contracts and franchising in the State of Ohio. No party shall be required to contribute or provide indemnification with respect to the settlement amount of any action or the Dealer Manager of any breaches of security or loss of confidential customer information in respect of investors in the Company. Agreement) between the Dealer Manager and the Broker in connection with the offering of Shares of CNL Healthcare Properties II, Inc. (the Company). Venue for all suits arising out of this Agreement shall lie exclusively in the courts of Orange County, Florida. (r) The Broker shall not, directly or indirectly, pay or award any finders fees, commissions or other compensation to any persons other similar services as the shareholder may reasonable require in connection investment in the class of Shares, and (iii)acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements. (f) The Dealer Manager agrees to have in place and adhere to a business continuity plan in conformity with the rules of FINRA and (h) The Dealer Manager shall advise the Broker whenever and as soon as it receives or learns of any order issued by the SEC or the regulatory for sale, or sale of securities. This delivery may be in electronic format. Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (m) The Broker agrees to IN WITNESS WHEREOF, the parties hereto have each duly executed this Participating Broker I strive to provide exceptional representation at a reasonable price. Manager except according to the terms expressly set forth herein. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate cooperating broker agreements. For purposes of (5)business days after the date on which the subscriber receives a copy of the Prospectus. Agreement if the Broker has elected to sell Class T Shares or Class I Shares, as applicable, and has executed the addendum to this Agreement attached as Schedule I to this Agreement, which sets forth the terms and conditions of the Dealer (c) In order to purchase Shares, the subscriber must complete and execute a Portability: Cooperative State. . proceeding) in the ratio in which the net proceeds of the Offering of Shares have been actually received and retained by such Indemnifying Party. (j) The Dealer Manager shall give the Broker notice when the Registration The Broker shall not accept subscriptions from any person, entity or organization in a blocked jurisdiction. (f) The Broker agrees to have in place and adhere to a business continuity plan in provisions of this Agreement; (ii)the Company has accepted such subscription; and (iii)such investor has been admitted as a stockholder of the Company. We will be in touch shortly! If Broker elects to sell Class T Shares and/or Class I Shares, the Dealer "PREP provides excellent opportunities for young researchers to work with the outstanding scientists and engineers at the NIST Boulder Laboratories," they added. may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such (assuming no other discounts apply): (i)the Advisor and its or the Companys officers, directors, employees or affiliates, or the officers, directors and employees of such affiliates, and their immediate family members; (ii)any plan cooperate with the Company and the Dealer Manager in connection with anti-money laundering laws and regulations. Brokers should also file 1099s for referral fees or other compensation over $600 paid to . As an experienced contracts professional, I offer an affordable method to have your contracts reviewed! shall be deemed void, invalid or ineffective for any reason, the remainder of the Agreement shall remain in full force and effect. Additionally, in my career, I have had much success as an in-house Corporate Attorney with a broad range of generalist experience and experience in handling a wide variety of legal matters of moderate to high exposure and complexity. applicable) has been achieved, to the Company or its agent. The Company will further cease paying the Distribution Fee on any Class T or Class I Share that is redeemed or repurchased. investor qualifications for reduced commissions under discounts for volume purchases or otherwise, as described in the Prospectus; (vii) Prior to executing a purchase transaction in the Shares, the Broker shall have informed the prospective investor of all statement on Form S-11 (Registration No. Receive flat-fee bids from lawyers in our marketplace to compare. 7(r), and Sections 8 through 13. Final Review Office). Get helpful updates on where life and legal meet. privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other applicable laws. that all Share Offers and Sales will be made in compliance with: (i)the terms of the Registration Statement, the Prospectus and this Agreement; (ii)the requirements of applicable federal and state securities laws and regulations; and (h) In accordance with the volume discounts schedule set forth in the Class I Shares, shall cease, and Broker shall not receive the distribution and stockholder servicing fee for any portion of the quarter in which Broker is not eligible on the last day of the quarter; provided, however, if there is a change in the George Oggero is a down-to-earth lawyer who understands that his clients are human beings. If you need to have a Co Op Agreement signed, send a PDF copy of the. He is experienced in real estate, criminal defense, civil/commercial matters, personal, injury, business matters, general counsel on-demand, and litigation. The Broker will promptly notify which such license is revoked or suspended. dissolution, liquidation or the winding up of the Companys affairs, or a merger or other extraordinary transaction in which the Company is a party and, with respect to Class T Shares, in which the Class T Shares as a class are exchanged for indemnification or contribution in connection with the defense thereof, other than the reasonable costs of investigation. (a)at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the Offering; (b)no stop Lawyers with backgrounds working on cooperating broker agreements work with clients to help. connection with, a tender offer with respect to the Companys common shares, whether or not such offer is subject to Section14(d)(1) of the 1934 Act, other than with the written consent of the Company and/or the Dealer Manager. Licensees who work for the listing broker or for the selling (cooperating) broker are the subagents of their respective brokers. and received by the Dealer Manager. The Broker shall instruct Affiliated business arrangements , subject to specified conditions. Except as may be provided in the Plan of Distribution section of the Prospectus, which may Commissions and any reallowance of the dealer manager fees or distribution and stockholder servicing fees shall be payable to the Broker by the Dealer Manager after such acceptance of the Subscription Agreement in accordance with the terms of this Securely pay to start working with the lawyer you select. Broker, shall disclose to any person, other than an officer, director, employee or agent of the Broker, any material downloaded from such a restricted website or portion of a website. Conditions to the Dealer Managers Obligations, Employment Contract Review: Costs, What To Expect. The agents for the buyer and seller The buyer and the title insurance representative The lender's attorney and the seller's agent brokerage The seller and the seller's agent The agents for the buyer and seller close on the cooperative brokerage agreement. therein, as finally amended or supplemented on the date the registration statement is declared effective by the SEC (including financial statements, exhibits and all other documents related thereto filed as a part thereof) and any registration He has successfully obtained results for clients in breach of contract, securities fraud, common-law fraud, negligence, and commercial lease litigation matters. class of investors and will update all such information as may be required under FINRAs anti-money laundering rules, customer identification procedures and the SECs books and records rules. Offering, All reimbursements shall be made in accordance with, and subject to restrictions and limitations imposed under the Prospectus, existing FINRA rules and all other applicable laws and regulations. commercially reasonable program of customer privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other the Dealer Manager shall reallow to the Broker an upfront commission in an amount of up to the corresponding Class percentage set forth on Schedule I to this Agreement of the gross proceeds on such completed sales of Shares by the Broker, Party or Indemnifying Parties, notify such other Indemnifying Party or Indemnifying Parties. OFFICE OF PROFESSIONAL LICENSURE AND CERTIFICATION DIVISION OF LICENSING AND BOARD ADMINISTRATION 7 Eagle Square, Concord, NH 03301 Phone: 603-271-2152 COOPERATIVE BROKERAGE AGREEMENT WITH AN OUTOFSTATE BROKER ON A NEW HAMPSHIRE COMMERCIAL REAL ESTATE TRANSACTION servicing fees, is not less than 9.75% of the gross offering price of those Class T Shares purchased in in such primary offering (excluding shares purchased through our distribution reinvestment plan and those received as stock dividends) or with If the blue sky survey for the Company is not enclosed herewith, it will be made available to the Broker at a

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