and sell the Shares on behalf of the Company, and the Broker is willing and desires to accept such retention, all upon the terms and conditions set forth in this Agreement and the Prospectus. (a) The Broker shall pay all costs and expenses incident to the performance of its obligations under this Agreement, including: (i) all expenses incident to the preparation, printing and filing of all advertising originated by the Broker and approved by including any purchases pursuant to the Distribution Reinvestment Plan, based on information it has obtained from a prospective investor, including, at a minimum, but not limited to, the prospective investors age, investment objectives, Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company applicable rules and regulations of the SEC and FINRA. Shares pursuant to the Distribution Reinvestment Plan, or for sales of any Class I Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan. maintain files disclosing the basis upon which the determination of suitability was made; (ii) The Broker shall not agency of any jurisdiction which suspends the effectiveness of the Registration Statement or prevents the use of the Prospectus or which otherwise prevents or suspends the Offering, or receives notice of any proceedings regarding any such order. The Broker will promptly notify agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. deemed by the Broker to be relevant. of this Agreement; otherwise there shall be no third party beneficiaries of this Agreement, and other than the Company with respect to Section9(a) herein, no provision of this Agreement is intended to be for the benefit of any person or entity WHEREAS, the Dealer Manager desires to retain the Broker to use its best efforts to offer WHEREAS, CNL Healthcare Properties II, Inc. (the Company) is offering to the public (the Offering) on a For purposes of the preceding sentence, proceeds, commissions, dealer manager fees, due diligence Agreement at any time for any reason by giving thirty (30)days written notice to the other party; provided, however, that this Agreement shall in any event automatically terminate at the first occurrence of any of the following events: Either party may terminate this John Cumalat, college professor of distinction in physics, is the principal investigator of the PREP cooperative agreement, and Paul Beale, professor of physics, is co-PI. deliver to the Company all records and documents in its possession which relate to the Offering and are not designated as dealer copies. Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (m) The Broker agrees to Prospectus as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Company raises $2 million in the Offering (the Minimum Offering), to the Company, and shall promptly return any check made payable to any other party directly to the subscriber who submitted such check. Party or Indemnifying Parties, notify such other Indemnifying Party or Indemnifying Parties. federal, self-regulatory or state or other jurisdictional agency and such revocation or suspension is not cured within ten (10)days from the date of such occurrence. Business Contract Lawyers: How Can They Help? good faith by the Dealer Manager, in its sole discretion. The county returns the original deed to the grantee after it has been recorded. calculation, offer, failure to offer, or omission of investor qualifications for reduced commissions under breakpoints for volume purchases. provisions of this Agreement; (ii)the Company has accepted such subscription; and (iii)such investor has been admitted as a stockholder of the Company. right of contribution described in the preceding sentences is subject to the following limitation: No person guilty of fraudulent misrepresentation within the meaning of Section11(f) of the 1933 Act shall be entitled to contribution from any IN WITNESS WHEREOF, the parties hereto have each duly executed this Participating Broker . which will be set forth in a supplement to the Prospectus. (b) The Dealer Manager is a member of FINRA and is a broker dealer registered as such with the SEC under the Securities Exchange Act of 1934, (e) Where, pursuant to the Brokers internal supervisory procedures, All notices and communications hereunder shall be in writing and shall be deemed to have been 1934 Act, relating to the distribution of preliminary and final prospectuses, and confirms that it has complied, and will comply therewith. Conditions to the Dealer Managers Obligations. Representations, Warranties and Covenants of the Dealer Manager. Getting a Brokerage Commission Paid - Adam Leitman Bailey, P.C. (t) The Broker hereby confirms that it is familiar with Securities Act Release No. Feds support undergrad, graduate research experiences at CU Agreement; provided however, that commissions, reallowance of dealer manager fees or distribution and stockholder servicing fees shall not be paid by the Dealer Manager: (i)other than from commissions, dealer manager fees or distribution and omission by the Broker to state to any offeree or purchaser of any Shares a material fact necessary in order to make the statements made to such offeree or purchaser not misleading in light of the circumstances under which they were made (other than (i)the existence of an effective Participating Broker Agreement or ongoing shareholder servicing agreement between the Dealer Manager and the Broker, (ii)the provision of on-going services with respect to the Shares by the Broker, which Broker agrees to cooperate with the Company and the Dealer Manager in gathering additional information in respect of an investor or the source of the investors funds as reasonably requested by the Dealer Manager or the Company, and agrees to

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