Moody National REIT II, Inc. 8-K


Exhibit 10.1





 


AMENDMENT NO. 2


TO THE


ADVISORY AGREEMENT


 


This Amendment No.
2 to the Advisory Agreement (this “Amendment”) is made and entered into as of January 4, 2017 by and among Moody
National REIT II, Inc., a Maryland corporation (the “Company”), Moody National Operating Partnership II, L.P.,
a Delaware limited partnership (the “Operating Partnership”), and Moody National Advisor II, LLC, a Delaware
limited liability company (the “Advisor”). The Company, the Operating Partnership, and the Advisor are collectively
referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set
forth in the Advisory Agreement (as defined below).


 


WITNESSETH


 


WHEREAS, the Parties
previously entered into that certain Advisory Agreement, dated as of January 12, 2015, and effective January 20, 2015 (the “Advisory
Agreement”), which provided for, among other matters, the management of the Company’s and the Operating Partnership’s
day-to-day activities by the Advisor;


 


WHEREAS, the initial
term of the Advisory Agreement is for a one year term which agreement may be renewed for an unlimited number of successive one
year terms;


 


WHEREAS, the Parties
previously entered into that certain Amendment No. 1 to the Advisory Agreement, dated as of January 19, 2016, which extended the
term of the Advisory Agreement until January 20, 2017; and


 


WHEREAS, pursuant
to Section 15 (Term of the Agreement) of the Advisory Agreement, the Parties desire to amend the Advisory Agreement pursuant to
this Amendment in order to renew the term of the Advisory Agreement for an additional one year term, effective as of January 20,
2017 and ending on January 20, 2018.


 


NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties, intending to be legally
bound, hereby agree as follows:


 


ARTICLE I


 


AMENDMENT


 


In order to give
effect to the Parties’ agreement to renew the term of the Advisory Agreement for an additional one year term, the Parties
agree as follows:


 


Section 1.1


Renewal
of Advisory Agreement.  Pursuant to Section 15 of the Advisory Agreement, the Parties hereby renew the term of the
Advisory Agreement effective as of January 20, 2017 for an additional one year term ending on January 20, 2018.


 



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ARTICLE II


 


MISCELLANEOUS


 


Section 2.1


Continued
Effect.   Except as specifically set forth herein, all other terms and conditions of the Advisory Agreement
shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.  In the event
of any conflict between the terms of the Advisory Agreement and the terms of this Amendment, the terms of this Amendment shall
control.


 


Section 2.2


Counterparts.  The
Parties may sign any number of copies of this Amendment.  Each signed copy shall be an original, but all of them together
represent the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment or any document
or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually
executed counterpart of this Amendment or such other document or instrument, as applicable.


 


Section 2.3


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


 


 


 


[Signatures on following page]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the date first written above.


 





	 	Moody National REIT II, Inc.
	 	 
	 	By:	/s/ Brett C. Moody	 
	 	Name:	Brett C. Moody
	 	Title:	Chief Executive Officer and President






 


	 	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
	 	 






 








	 	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:	Member





 





 


 


[Signature
Page to Amendment No. 2 to Advisory Agreement]





 








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