Moody National REIT II, Inc. 8-K


 


Exhibit 10.1 


 


AMENDMENT NO. 2 TO SECOND AMENDED AND
RESTATED DEALER MANAGER AGREEMENT


 


This Amendment No.
2 to the Agreement (as defined below) is made and entered into as of this 19th day of March, 2018 by and among Moody National REIT
II, Inc., a Maryland corporation (the “Company”), Moody National Operating Partnership II, LP, a Delaware limited
partnership and the Company’s operating partnership subsidiary (the “Operating Partnership”), Moody Securities,
LLC, Inc., a Delaware limited liability company (the “Dealer Manager”), and Moody National Advisor II, LLC,
a Delaware limited liability company and the Company’s advisor (the “Advisor”).


 


RECITALS


 


WHEREAS, the Company
previously filed a Registration Statement on Form S-11 (File No. 333-198305) to register for offer and sale up to $1.1 billion
in shares of its common stock (the “Offering”), consisting of up to $1.0 billion in shares in any combination
of Class A common stock, $0.01 par value per share (the Class A Shares were formerly the sole class of the Common Stock) (the “Class
A Shares”), Class D common stock, $0.01 par value per share (the “Class D Shares”), Class I common
stock, $0.01 par value per share (the “Class I Shares”) and Class T common stock, $0.01 par value per share
(the “Class T Shares” and, together with the Class A Shares, the Class D Shares and the Class I Shares, the
“Shares”) in the Primary Offering and up to $100 million in Shares pursuant to the Company’s distribution
reinvestment plan at the prices disclosed in the most recent Prospectus or supplement thereto;


 


WHEREAS, in connection
with the Offering, the Company, the Operating Partnership, the company’s Sponsor and the Dealer Manager have entered into
a Second Amended and Restated Dealer Manager Agreement, dated June 12, 2017 (as may be amended or restated from time to time, the
“Agreement”), and the Dealer Manager has subsequently entered into Participating Dealer Agreements, dated various
dates, with participating dealers;


 


WHEREAS, the Company,
the Operating Partnership, the Dealer Manager and the Advisor previously entered into Amendment No. 1 to the Agreement; and


 


WHEREAS, the Company,
the Operating Partnership, the Dealer Manager and the Advisor now desire to further amend the Agreement to reduce the Class A Dealer
Manager Fee.


 


NOW THEREFORE, effective
as of the date first written above, the Company, the Operating Partnership, the Dealer Manager, and the Advisor hereby modify and
amend the Agreement and agree as follows:


 


		1.	Defined Terms. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.



 



     


     


    

 


		2.	Amendment to Sections 5.2(b) of the Agreement.



 


Sections 5.2(b)
is hereby deleted in its entirety and replaced with the following:


 


(b)       Dealer
Manager Fee.   The Advisor or its affiliates other than the Company will pay to the Dealer Manager (i) an up-front
dealer manager fee in the amount of up to 2.5% of the sales price of the Class A Shares in the Primary Offering, all or a
portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class
A Dealer Manager Fee”); (ii) an up-front dealer manager fee in the amount of up to 1.0% of the sales price of the Class I
Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares
giving rise to such commissions (the “Class I Dealer Manager Fee”), and all of which will be waived for
purchases made through unaffiliated registered investment advisors; and (iii) an up-front dealer manager fee in the amount
of up to 2.5% of the sales price of the Class T Shares in the Primary Offering, all or a portion of which may be reallowed
to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class T Dealer Manager
Fee,” and together with the Class A Dealer Manager Fee, the “Dealer Manager Fees”) as described
in the Prospectus. The Dealer Manager’s reallowance of Dealer Manager Fees to a particular Participating Dealer shall be
as set forth in Schedule I to the Participating Dealer Agreement with such Participating Dealer, and such reallowance,
if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number
of shares sold by such Participating Dealer and the assistance of such Participating Dealer in marketing the Offering. The Company
will not pay any portion of the dealer manager fees and has no obligation of any kind to pay such fees.


 


		3.	Amendment. This Amendment may not be amended or modified except in writing signed by all parties.



 


		4.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.



 


		5.	Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all
of which together shall constitute a single instrument.



 



    2 


     


    

 


 


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


 


	 	THE COMPANY:
	 	 
	 	MOODY NATIONAL REIT II, INC.
	 	 	 
	 	By:	/s/ Brett C. Moody
	 	 	Name:	Brett C. Moody
	 	 	Title:	Chief Executive Officer and President


 


	 	THE OPERATING PARTNERSHIP:
	 	 
	 	MOODY NATIONAL OPERATING PARTNERSHIP II, LP
	 	 	 
	 	By:	Moody National REIT II, Inc., its general partner
	 	 	 
	 	 	By:	/s/ Brett C. Moody
	 	 	 	Name:	Brett C. Moody
	 	 	 	Title:	Chief Executive Officer and President


 


	 	THE ADVISOR:
	 	 	 
	 	MOODY NATIONAL ADVISOR II, LLC
	 	 	 
	 	By:	Moody National REIT Sponsor, LLC
	 	 	 
	 	 	By:	Moody National REIT Sponsor SM, LLC
	 	 	 	 
	 	 	By:	/s/ Brett C. Moody
	 	 	 	Name:	Brett C. Moody
	 	 	 	Title:	Chief Executive Officer and President


 


ACCEPTED and AGREED as of the date first above
written:


 


THE DEALER MANAGER:


 


MOODY SECURITIES, LLC


 


	By:	/s/ Melinda G. LeGaye	 
	 	Name:	Melinda G. LeGaye	 
	 	Title:	President	 




 


Signature Page to Amendment No. 2 to the Dealer Manager Agreement and Participating Dealer Agreement