Moody National REIT II, Inc. - 8-K 


EXHIBIT 4.1


 


AMENDED AND RESTATED DISTRIBUTION
REINVESTMENT PLAN


 


This AMENDED AND RESTATED
DISTRIBUTION REINVESTMENT PLAN (the “Plan”) is adopted by Moody National REIT II, Inc., a Maryland corporation (the
“Company”), pursuant to its charter (the “Charter”). Unless otherwise defined herein, capitalized terms
shall have the same meaning as set forth in the Charter.


 


1.      
Distribution Reinvestment. As agent for the stockholders (the “Stockholders”) of the Company who
purchase shares of the Company’s common stock (“Shares”) pursuant to the Company’s initial public offering
(the “Initial Offering”) or any future offering of the Shares (“Future Offering”), and who elect to participate
in the Plan (the “Participants”), the Company will apply all distributions declared and paid in respect of the Shares
held by each Participant (the “Distributions”), including Distributions paid with respect to any full or fractional
Shares acquired under the Plan, to the purchase of Shares for such Participants directly, if permitted under state securities laws
and, if not, through the Dealer Manager or Soliciting Dealers registered in the Participant’s state of residence.


 


2.      
Effective Date. The effective date of this Plan shall be the tenth day following the delivery of written notice
of the adoption of the Plan to Participants.


 


3.     
Procedure for Participation. Any Stockholder who has received a Prospectus, as contained in the registration
statement filed by the Company with the Securities and Exchange Commission (the “SEC”), may elect to become a Participant
by completing and executing the subscription agreement, an enrollment form or any other appropriate authorization form as may be
made available by the Company, the Dealer Manager or the Soliciting Dealer. Participation in the Plan will begin with the next
Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased
under the Plan on the date that Distributions are paid by the Company.


 


4.      
Suitability. Each Participant is requested to promptly notify the Company in writing if the Participant experiences
a material change in his or her financial condition, including the failure to meet the income, net worth and investment concentration
standards imposed by such Participant’s state of residence and set forth in the Company’s most recent prospectus. For
the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the Sponsor, or any other person
selling shares on behalf of the Company to the Participant to make every reasonable effort to determine that the purchase of Shares
is a suitable and appropriate investment based on information provided by such Participant.


 


5.      
Purchase of Shares.


 


(a) Participants will acquire
Shares from the Company under the Plan (the “Plan Shares”) at a price equal to the Company’s current estimated
value per Share or, $25.04 per Share. Following any subsequent valuation of the Shares, the shares issued pursuant to the Plan
will be priced at 100% of the most recently determined estimated value per share of the Shares. Participants may acquire Shares
from the Company under the Plan until the earliest of (a) all the Plan Shares registered in the Initial Offering or any Future
Offering are issued, (b) the Initial Offering and any Future Offering of Plan Shares terminate and the Company elects to deregister
with the SEC the unsold Plan Shares, or (c) there is more than a de minimis amount of trading in the Shares, at which time any
registered Plan Shares then available under the Plan will be sold at a price equal to the fair market value of the Shares, as determined
by the Board of Directors by reference to the applicable sales price with respect to the most recent trades occurring on or prior
to the relevant Distribution date. Participants in the Plan may also purchase fractional Shares so that 100% of the Distributions
will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares to the extent that any such purchase
would cause such Participant to exceed the Aggregate Share Ownership Limit or the Common Share Ownership Limit as set forth in
the Charter or otherwise would cause a violation of the Share ownership restrictions set forth in the Charter.


 


(b) Shares to be distributed
by the Company in connection with the Plan may (but are not required to) be supplied from: (a) the Plan Shares which will be registered
with the SEC in connection with the Company’s Initial Offering, (b) Shares to be registered with the SEC in a Future Offering
for use in the Plan (a “Future Registration”), or (c) Shares purchased by the Company for the Plan in a secondary market
(if available) or on a stock exchange (if listed) (collectively, the “Secondary Market”).


 


(c) Shares purchased in any
Secondary Market will be purchased at the then-prevailing market price, which price will be utilized for purposes of issuing Shares
in the Plan. Shares acquired by the Company in any Secondary Market or registered in a Future Registration for use in the Plan
may be at prices lower or higher than the Share price which will be paid for the Plan Shares pursuant to the Initial Offering.


 






    1 


     


    

 


(d) If the Company acquires
Shares in any Secondary Market for use in the Plan, the Company shall use its reasonable efforts to acquire Shares at the lowest
price then reasonably available. However, the Company does not in any respect guarantee or warrant that the Shares so acquired
and purchased by the Participant in the Plan will be at the lowest possible price. Further, irrespective of the Company’s
ability to acquire Shares in any Secondary Market or to make a Future Offering for Shares to be used in the Plan, the Company is
in no way obligated to do either, in its sole discretion.


 


6.      
Taxes. IT IS UNDERSTOOD THAT REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX
LIABILITY WHICH MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE
FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.


 


7.      
Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless
and until the Company issues certificates for its outstanding common stock.


 


8.     
Reports. Within 90 days after the end of the Company’s fiscal year, the Company shall provide each Stockholder
with an individualized report on such Stockholder’s investment, including the purchase date(s), purchase price and number
of Shares owned, as well as the dates of Distributions and amounts of Distributions paid during the prior fiscal year. In addition,
the Company shall provide to each Participant an individualized quarterly report at the time of each Distribution payment showing
the number of Shares owned prior to the current Distribution, the amount of the current Distribution and the number of Shares owned
after the current Distribution.


 


9.      
Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty,
by delivering to the Company a written notice. Prior to the listing of the Shares on a national stock exchange, any transfer of
Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If
a Participant terminates Plan participation, the Company will ensure that the terminating Participant’s account will reflect
the whole number of shares in such Participant’s account and provide a check for the cash value of any fractional share in
such account. Upon termination of Plan participation for any reason, Distributions will be distributed to the Stockholder in cash.


 


10.    
Amendment, Suspension or Termination of Plan by the Company.  The Board of Directors may by majority
vote (including a majority of the Independent Directors) amend, suspend or terminate the Plan for any reason upon ten days’
written notice to the Participants; provided, however, that the Board of Directors may not so amend the Plan to restrict or remove
the right of Participants to terminate participation in the Plan at any time without penalty.


 


11.    
Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good
faith omission to act, including, without limitation, any claims or liability (a) arising out of failure to terminate a Participant’s
account upon such Participant’s death prior to receipt of notice in writing of such death; or (b) with respect to the time
and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may
apply to liabilities arising under the Securities Act of 1933, as amended, or the securities laws of a particular state, the Company
has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary
to public policy and, therefore, unenforceable.


 




    2