Griffin Capital Essential Asset REIT II, Inc. (Form: 8-K, Received: 04/29/2016 17:10:44)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2016

Griffin Capital Essential Asset REIT II, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-55605



MD		46-4654479
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 469-6100

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Amendment No. 3 to the Dealer Manager Agreement and Participating Dealer Agreement

On April 25, 2016, Griffin Capital Essential Asset REIT II, Inc. (the "Registrant") entered into Amendment No. 3 to the Dealer Manager Agreement and Participating Dealer Agreement (the "Amendment") with Griffin Capital Securities, LLC, the Registrant's dealer manager, related to the Registrant's ongoing public offering (the "Offering"). The Amendment amends certain portions of the Dealer Manager Agreement and Participating Dealer Agreement to add references to the Registrant's shares of Class I common stock. The Registrant's board of directors approved the commencement of the offering of Class I common stock in the Offering, effective April 25, 2016, and approved the corresponding allocation of shares in the Offering such that the Registrant will offer up to approximately $1.56 billion in shares of Class T common stock and up to approximately $0.2 billion in shares of Class I common stock, in addition to the approximately $0.24 billion in shares of Class A common stock previously sold.

The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement

On April 25, 2016, in connection with the Offering, the Registrant entered into Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement (the "Second Amendment") of Griffin Capital Essential Asset Operating Partnership II, L.P., the Registrant's operating partnership. The Second Amendment provides for, among other things, certain changes in share classification of the Registrant to add Class T units and Class I units and the conversion of Class A units, Class T units, and Class I units into Class A common stock, Class T common stock, and Class I common stock, respectively.

The foregoing summary of the material terms of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 25, 2016, the Registrant filed with the State Department of Assessments and Taxation of Maryland (the "Department") Articles Supplementary to its First Articles of Amendment and Restatement, (i) reclassifying 100,000,000 authorized but unissued shares of the Registrant's Class A common stock, and (ii) 50,000,000 authorized but unissued shares of the Registrant's Class T common stock, as 150,000 shares of Class I common stock. The Articles Supplementary were effective upon filing with the Department.

The foregoing summary of the material terms of the Articles Supplementary is qualified in its entirety by reference to the full text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events

Reallocation of Shares in Public Offering

On March 29, 2016, the Registrant's board of directors approved the commencement of the offering of shares of Class I common stock in the Offering, effective April 25, 2016, and approved the corresponding allocation of shares in the Offering such that the Registrant will offer up to approximately $1.56 billion in shares of Class T common stock and up to approximately $0.2 billion in shares of Class I common stock, in addition to the approximately $0.24 billion in shares of Class A common stock previously sold.

As of April 25, 2016, the Registrant had sold approximately $0.4 billion in shares of Class A common stock and Class T common stock in the Offering.

Amendment and Restatement of the Distribution Reinvestment Plan

On March 29, 2016, the Registrant's board of directors voted to amend and restate the Distribution Reinvestment Plan (the "DRP") to include references to shares of Class I common stock, in conjunction with the decision to commence offering shares of Class I common stock. The amended and restated DRP will be effective as of May 9, 2016. A copy of the amended and restated DRP is attached as Exhibit 4.1 hereto.

Item 9.01. Exhibits

(d) Exhibits.


3.1	Articles Supplementary to First Articles of Amendment and Restatement


4.1	Amended and Restated Distribution Reinvestment Plan


10.1	Amendment No. 3 to Dealer Manager Agreement and Participating Dealer Agreement


10.2	Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		Griffin Capital Essential Asset REIT II, Inc.

Date: April 29, 2016	By:	/s/ Howard S. Hirsch
		Howard S. Hirsch
		Vice President and Secretary

EXHIBIT 3.1

ARTICLES SUPPLEMENTARY

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : Under a power contained in Section 5.2.2 of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, reclassified 100,000,000 authorized but unissued shares of Class A Common Stock, $0.001 par value per share, of the Corporation (the “Class A Common Stock”) and 50,000,000 authorized but unissued shares of Class T Common Stock, $0.001 par value per share, of the Corporation (the “Class T Common Stock”) as shares of Class I Common Stock, $0.001 par value per share, of the Corporation (the “Class I Common Stock”), with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. The total numbers of shares of Class A Common Stock, Class T Common Stock and Class I Common Stock which the Corporation has authority to issue after giving effect to these Articles Supplementary are 250,000,000, 300,000,000 and 150,000,000, respectively. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

Class I Common Stock

(1) Designation and Number . A class of Common Stock, designated the Class I Common Stock, $0.001 par value per share (the “Class I Common Stock”), is hereby established. The number of authorized shares of Class I Common Stock shall be 150,000,000.

(2) Definition . As used herein, the following term shall have the following meaning unless the context otherwise requires:

Net Asset Value per share of Class I Common Stock . The net asset value of the Corporation allocable to the shares of Class I Common Stock, calculated as described in the Prospectus, as may be amended from time to time, divided by the number of outstanding shares of Class I Common Stock.

(3) Rights Upon Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of the Corporation, the holder of each share of Class I Common Stock shall be entitled to be paid, out of assets that are legally available for distribution to the Stockholders, a liquidation payment equal to the Net Asset Value per share of Class I Common Stock.

(4) Voting Rights . The shares of Class I Common Stock shall vote together with the shares of Class A Common Stock and Class T Common Stock as a single class on all actions to be taken by the Stockholders; provided, however, the affirmative vote of a majority of the then outstanding shares of Class I Common Stock, with no other class of Common Stock voting except the Class I Common Stock voting as a separate class, shall be required (a) to amend the charter of the Corporation if such amendment would materially and adversely affect the rights, preferences and privileges of the Class I Common Stock; (b) on any matter submitted to Stockholders that relates solely to the Class I Common Stock; and (c) on any matter submitted to Stockholders in which the interests of the Class I Common Stock differ from the interests of any other class of Common Stock.

SECOND : The Class I Common Stock has been reclassified by the Board of Directors under the authority contained in the Charter.

THIRD : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH : The undersigned officer acknowledges the foregoing Articles Supplementary to be the corporate act of the Corporation and as to all matters and facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Griffin Capital Essential Asset REIT II, Inc. has caused the foregoing Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary on this 25th day of April, 2016.


ATTEST:	Griffin Capital Essential Asset REIT II, Inc.



		By:	/s/ Howard S. Hirsch
			Howard S. Hirsch
			Secretary



		By:	/s/ Joseph E. Miller
			Joseph E. Miller
			Chief Financial Officer

EXHIBIT 4.1

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

DISTRIBUTION REINVESTMENT PLAN

Amended and Restated as of April 25, 2016

Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), has adopted a distribution reinvestment plan (the “DRP”), the terms and conditions of which are set forth below.

1. Distribution Reinvestment . As agent for the stockholders of the Company (“Stockholders”) who (A) purchased Class A, Class T, or Class I shares of the Company’s common stock (the “Shares”) pursuant to the Company’s initial public offering (“Initial Public Offering”), or (B) purchase Shares pursuant to any subsequent offering of the Company (“Offering”) and who elect to participate in the DRP (the “Participants”), the Company will apply all distributions declared and paid in respect of the Shares held by each participating Stockholder (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the DRP, to the purchase of the Shares for such participating Stockholders directly, if permitted under state securities laws and, if not, through the dealer manager or participating dealers registered in the participating Stockholder’s state of residence (“Participating Dealers”).

2. Effective Date . The DRP became effective on July 31, 2014. The board of directors of the Company amended and restated the DRP on November 11, 2014 effective November 22, 2014, further amended and restated the DRP on June 16, 2015 effective October 19, 2015, and further amended and restated the DRP on April 25, 2016 effective May 9, 2016. Any amendment or amendment and restatement to the DRP shall be effective as provided in Section 12.

3. Eligibility and Procedure for Participation . Any Stockholder who purchased Shares pursuant to the Initial Public Offering or purchases shares in any subsequent Offering, and who has received a prospectus, as contained in the Company’s registration statement filed 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 available from the Company, the dealer manager or Participating Dealer. The Company may elect to deny a Stockholder participation in the DRP if the Stockholder resides in a jurisdiction or foreign country where, in the Company’s judgment, the burden or expense of compliance with applicable securities laws makes the Stockholder’s participation impracticable or inadvisable. Participation in the DRP will begin with the next Distribution payable after receipt of a Participant’s accepted subscription, enrollment or authorization.

Once enrolled, a Participant may continue to purchase stock under the DRP until all of the shares of stock registered have been sold, the Company has terminated a current offering, or the Company has terminated the DRP. A Participant can choose to have all or a portion of distributions reinvested through the DRP. A Participant may also change the percentage of distributions that will be reinvested at any time by completing a new enrollment form or other form provided for that purpose. Any election to increase a Participant’s level of participation must be made through a Participating Dealer or, if purchased other than through a Participating Dealer, through the Company’s dealer manager. Shares will be purchased under the DRP on the date that Distributions are paid by the Company.

Each Participant agrees that if, at any time prior to the listing of the Shares on a national securities exchange, he or she fails to meet the suitability requirements for making an investment in the Company or cannot make the other representations or warranties set forth in the Subscription Agreement, he or she will promptly so notify the Company in writing.

4. Purchase of Shares . Distributions on Class A shares will be reinvested in Class A shares, distributions on Class T shares will be reinvested in Class T shares, and distributions on Class I shares will be reinvested in Class I shares. Participants may acquire DRP Shares from the Company at a price equal to 95% of the per share offering price of the applicable class of Class A shares and Class T shares, and the price of DRP shares for Class I shares will be equal to the price of DRP shares for Class T shares, until the earliest of (i) the date that all of the DRP Shares registered have been issued or (ii) all offerings terminate and the Company elects to deregister with the SEC the unsold DRP Shares. The DRP Share price was determined by the Company’s board of directors in its business judgment. The Company’s board of directors may set or change the DRP Share price for the purchase of DRP Shares at any time in its sole and absolute discretion based upon such factors as it deems appropriate. Participants in the DRP 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 DRP Shares to the extent that any such purchase would cause such Participant to exceed the ownership limit as set forth in the Company’s charter or otherwise would cause a violation of the share ownership restrictions set forth in the Company’ s charter.

Shares to be distributed by the Company in connection with the DRP may (but are not required to) be supplied from: (a) Shares registered, or to be registered, with the SEC in the Initial Public Offering or a subsequent Offering for use in the DRP (a “Registration”), or (b) Shares of the Company’s common stock purchased by the Company for the DRP in a secondary market (if available) or on a national securities exchange (collectively, the “Secondary Market”).

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

If the Company acquires Shares in any Secondary Market for use in the DRP, 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 DRP will be at the lowest possible price. Further, irrespective of the Company’s ability to acquire Shares in any Secondary Market or to make an offering for Shares to be used in the DRP, the Company is in no way obligated to do either, in its sole discretion.

5. No Commissions or Other Charges . No dealer manager fee and no commissions will be paid with respect to the DRP Shares.

6. Exclusion of Certain Distributions . The board of directors of the Company reserves the right to designate that certain cash or other distributions attributable to net sale proceeds will be excluded from Distributions that may be reinvested in shares under the DRP.

7. Taxation of Distributions . The reinvestment of Distributions in the DRP does not relieve Participants of any taxes which may be payable as a result of those Distributions and their reinvestment pursuant to the terms of this Plan.

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

9. Voting . A Participant may vote all shares acquired through the DRP.

10. Reports . Within 90 days after the end of the Company’s fiscal year, the Company shall provide each Stockholder with an individualized report on his or her investment, including the purchase date(s), purchase price and number of Shares owned, as well as the dates of Distribution payments and amounts of Distributions paid during the prior fiscal year.

11. Termination by Participant . A Participant may terminate participation in the DRP at any time, without penalty by delivering to the Company a written notice. Prior to listing of the Shares on a national securities exchange, any transfer of Shares by a Participant to a non-Participant will terminate participation in the DRP with respect to the transferred Shares. Upon termination of DRP participation for any reason, Distributions paid subsequent to termination will be distributed to the Stockholder in cash.

12. Amendment or Termination of DRP by the Company . The board of directors of the Company may by majority vote (including a majority of the Independent Directors) amend, modify, suspend or terminate the DRP for any reason upon 10 days’ written notice to the Participants; provided, however, no such amendment shall add compensation to the DRP or remove the opportunity for a Participant to terminate participation in the plan, as specified above.

13. 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. Any limitation of the Company’s liability under this Section 13 may be further limited by Section II.G. of the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, as applicable. 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.

EXHIBIT 10.1

AMENDMENT NO. 3 TO DEALER MANAGER AGREEMENT

AND PARTICIPATING DEALER AGREEMENT

This Amendment No. 3 to Dealer Manager Agreement and Participating Dealer Agreement (this “ Amendment ”) is made and entered into as of this 25th day of April, 2016 by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “ Company ”), Griffin Capital Securities, LLC, a Delaware limited liability company (the “ Dealer Manager ”), and, solely with respect to the amendment of Section 3.3 of the Dealer Manager Agreement as set forth below, Griffin Capital Essential Asset Advisor II, LLC (the “ Advisor ”).

RECITALS

WHEREAS, the Company previously filed a Registration Statement on Form S-11 (File No. 333-194280) to register for offer and sale up to $2.0 billion in shares of its common stock (the “ Shares ”), consisting of up to $1.0 billion in shares of Class A common stock and up to $1.0 billion in shares of Class T common stock (excluding shares of its common stock to be offered and sold pursuant to the Company’s distribution reinvestment plan), at an initial purchase price of $10.00 per share for shares of Class A common stock and $9.4241 per share for shares of Class T common stock (the “ Offering ”), which Offering was declared effective by the SEC on July 31, 2014;

WHEREAS, in connection with the Offering, the Company and the Dealer Manager have entered into a Dealer Manager Agreement, dated June 20, 2014 (the “ Dealer Manager Agreement ”), and the Dealer Manager has subsequently entered into Participating Dealer Agreements, dated various dates, with participating dealers;

WHEREAS, on November 25, 2014, the Company and the Dealer Manager entered into Amendment No. 1 to the Dealer Manager Agreement, pursuant to which references to the minimum offering amount were removed from the Dealer Manager Agreement and the Participating Dealer Agreement, as a result of the Company’s achievement of the minimum offering amount, and references to shares of Class T common stock were removed from the Dealer Manager Agreement and the Participating Dealer Agreement, as a result of the Company’s decision to no longer sell shares of Class T common stock in the Offering;

WHEREAS, on October 9, 2015, the Company and the Dealer Manager entered into Amendment No. 2 to the Dealer Manager Agreement, pursuant to which various provisions were revised and added to reflect the Company’s determination to cease offering shares of Class A common stock in the Offering and again commence offering shares of Class T common stock, and to reallocate the shares offered in the Offering in accordance therewith; and

WHEREAS, the Company has determined that it will commence offering shares of Class I common stock in the Offering, effective April 25, 2016, and therefore has reallocated the shares offered in the Offering, to reflect that the Company is offering up to approximately $1.56 billion in shares of Class T common stock at an initial purchase price of $10.00 per share and up to approximately $0.2 billion in shares of Class I common stock at an initial purchase price of $9.30 per share, and previously sold approximately $0.24 billion in shares of Class A common stock (excluding shares of its common stock to be offered and sold pursuant to the Company’s distribution reinvestment plan).

NOW THEREFORE, effective April 25, 2016, the Company, the Dealer Manager, and, solely with respect to the amendment of Section 3.3 of the Dealer Manager Agreement as set forth below, the Advisor, hereby modify and amend the Dealer Manager Agreement and agree as follows:

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

2. Amendments to Dealer Manager Agreement to incorporate Class I Shares.

The introductory paragraph is hereby removed and replaced with the following :

“Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $2.2 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold (consisting of approximately $0.24 billion

in Class A shares previously sold to the public, up to approximately $1.56 billion in Class T shares to be offered to the public, each at a purchase price of $10.00 per share, and up to approximately $0.2 billion in Class I shares to be offered to the public at a purchase price of $9.30 per share, and $200 million in shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.50 per share). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, LLC (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Company shall have the right to approve any material modifications or addendums to the form of the Participating Dealer Agreement. Terms not defined herein shall have the same meaning as in the Prospectus. In connection therewith, the Company hereby agrees with the Dealer Manager, as follows:…”

Section 3.3 is hereby removed and replaced with the following:

“3.3 Except as otherwise provided in the “Plan of Distribution” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager, at the time of sale of shares, sales commissions in the amount of 3.0% of the gross proceeds of the Class T shares sold, and the Company and Griffin Capital Essential Asset Advisor II, LLC (the “Advisor”) agree that they will pay to the Dealer Manager, at the time of sale of shares, an aggregate dealer manager fee in the amount of 3.0% of gross proceeds of Class T shares or Class I shares sold, 1.0% of which will be funded by the Company and 2.0% of which will be funded by the Advisor. In addition, the Company agrees that it will pay to the Dealer Manager a quarterly stockholder servicing fee in the aggregate amount of up to 4.0% of gross proceeds of Class T shares sold, which stockholder servicing fee will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per share (or, once reported, the amount of the estimated NAV), of Class T shares sold, excluding Class T shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Offering on the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares in the primary portion of the Offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such Class T share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction. The stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the Class T stockholders; provided, however, that with respect to any individual investment, the Dealer Manager will not re-allow the related stockholder servicing fee to any Dealer if such Dealer ceases to hold the account related to such investment. In addition, the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager. In any instance in which the Dealer Manager does not re-allow the stockholder servicing fee to a Dealer, the Dealer Manager will return such fee to the Company. No selling commissions or dealer manager fee shall be paid with respect to Shares sold pursuant to the Company’s distribution reinvestment plan. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Dealers participating in the Offering, including, but not limited to, selling commissions and the dealer manager fee (which includes expense reimbursements and non-cash compensation), exceed 10.0% of gross offering proceeds in the aggregate. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer Manager without incurring any liability.”

3. Amendments to Participating Dealer Agreement to incorporate Class I Shares.

The introductory paragraph is hereby removed and replaced with the following:

“Griffin Capital Securities, LLC, as the dealer manager (“Dealer Manager”) for Griffin Capital Essential Asset REIT II, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company, consisting of Class T Shares and Class I Shares, subject to the following terms:…”

Section III is hereby removed and replaced with the following:

“Except as may be otherwise provided for in the “Plan of Distribution” section of the Prospectus, Class T Shares shall be offered to the public at the offering price of $10.00 per Share, Class I Shares shall be offered to the public at the offering price of $9.30 per Share, and Shares shall be offered pursuant to the Company’s distribution reinvestment plan at $9.50 per Share. Except as otherwise indicated in the Prospectus or in any letter or memorandum sent to the Dealer by the Company or Dealer Manager, a minimum initial purchase of $2,500 in Shares is required. The Shares are nonassessable.”

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

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

6. 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.

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



COMPANY:

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

By:		/s/ Kevin A. Shields
Name:		Kevin A. Shields
Title:		Chief Executive Officer

DEALER MANAGER:

GRIFFIN CAPITAL SECURITIES, LLC

By:		/s/ Jeffrey S. Schwaber
Name:		Jeffrey S. Schwaber
Title:		President of Capital Markets

SOLELY WITH RESPECT TO the amendment of Section 3.3 of the Dealer Manager Agreement as set forth ABOVE:

ADVISOR:

GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC

By:		/s/ Kevin A. Shields
Name:		Kevin A. Shields
Title:		Chief Executive Officer

EXHIBIT 10.2

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

In accordance with Section 4.2(a)(i) and Article 12 of the Second Amended and Restated Limited Partnership Agreement, effective as of June 24, 2015 (the “ Partnership Agreement ”), of Griffin Capital Essential Asset Operating Partnership II, L.P. (the “ Partnership ”), the Partnership Agreement is hereby amended by this Amendment No. 2 thereto (this “ Amendment ”) to reflect certain changes in share classification of Griffin Capital Essential Asset REIT II, Inc. (the “ General Partner ”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, the Partnership Agreement has previously been amended by Amendment No. 1 dated June 24, 2015 (“ Amendment No. 1 ”), which established a series of up to 15,000,000 Preferred Units of the Partnership;

WHEREAS, prior to the date hereof, pursuant to the First Articles of Amendment and Restatement of the General Partner, 700,000,000 of its shares were designated common stock, of which 350,000,000 shares were classified as Class A Common Stock, $0.001 par value per share (the “ Class A Common Stock ”) and 350,000,000 shares were classified as Class T Common Stock, $0.001 par value per share (the “ Class T Common Stock ”),

WHEREAS, the General Partner has filed, on the date herewith, Articles Supplementary to reclassify 100,000,000 authorized but unissued shares of Class A Common Stock as shares of Class I Common Stock, $0.001 par value per share, of the General Partner (the “ Class I Common Stock ”) and 50,000 authorized but unissued shares of Class T Common Stock as shares of Class I Common Stock, with the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption described therein;

WHEREAS, the parties hereto desire to reflect certain changes in share classification and other changes by amending the Partnership Agreement as previously amended by Amendment No. 1, by entering into this Amendment.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments to Defined Terms

A. The following are hereby added as additional defined terms in the Partnership Agreement:

Class A REIT Shares means the REIT Shares classified as Class A common stock in the Articles of Incorporation.

Class A Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.

Class I REIT Shares means the REIT Shares classified as Class I common stock in the Articles of Incorporation.

Class I Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I Unit as provided in this Agreement.

Class T REIT Shares means the REIT Shares classified as Class T common stock in the Articles of Incorporation.

Class T Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement.

Exchanged REIT Shares has the meaning set for in Section 7.1(e) hereof.

General Partner’s Prospectus means any document, notice, or other communication satisfying the standards set forth in Section 10 of the Securities Act of 1933, and contained in a currently effective registration statement filed by the General Partner with, and declared effective by, the SEC, or if no registration statement is currently effective, then the Prospectus contained in the most recently effective registration statement.

Received REIT Shares has the meaning set forth in Section 7.1(e) hereof.

Stockholder Servicing Fee has the meaning set forth in the General Partner’s Prospectus.

B. The following definitions are hereby revised and restated defined terms in the Partnership Agreement:

Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivided its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided , however , that if the General Partner receives a Notice of Exchange after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination. A separate Conversion Factor shall be determined for each class of Partnership Units by taking into account only the outstanding REIT Shares having the same class designation as the applicable class of Partnership Units.

Invested Capital means the amount calculated by multiplying the total number of REIT Shares purchased by Stockholders by (a) the offering price for such Stock actually paid by such Stockholders in an offering or (b) for Stock not purchased in an Offering, the issue price for the Stock; in each case reduced by any Distributions attributable to Net Sale Proceeds and any amounts paid by the General Partner to repurchase shares of Stock pursuant to a plan for repurchase of the General Partner’s Stock.

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class A Units, Class I Units and Class T Units. Without limitation on the authority of the General Partner as set forth in Section 4.2 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other class of Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units of each class among the Partners shall be as set forth on Exhibit A , as such Exhibit may be amended from time to time.

REIT Share means a share of common stock, par value $0.001 per share, in the General Partner (or successor entity, as the case may be), including Class A REIT Shares, Class I REIT Shares and Class T REIT Shares, the terms and conditions of which are set forth in the Articles of Incorporation.

Section 2. Amendments to Article 4 of Partnership Agreement

A. Section 4.2(a)(i)(1) is hereby amended and restated as follows:

(A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the partnership in accordance with this Section 4.2 (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares, Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and Class T Units to the General Partner in connection with the issuance of Class T REIT Shares) and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner.

B. Section 4.2(a)(ii)(B) is hereby amended and restated as follows:

the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares, Class I Units to the General Partner in connection with the issuance of Class I REIT Shares and Class T Units to the General Partner in connection with the issuance of Class T REIT Shares); provided , however , that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors (as defined in the General Partner’s Articles of Incorporation).

C. The last sentence of Section 4.2(a)(ii) is hereby amended and restated as follows:

For example, in the event the General Partner issues REIT Shares of any class for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership, the General Partner shall be issued a number of additional Partnership Units having the same class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that class issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that class of Partnership Units in effect on the date of such contribution.

D. The following is hereby added to the last line of Section 4.2(b):

, and any such expenses shall be allocable solely to the class of Partnership Units issued to the General Partner at such time.

Section 3. Amendment to Article 5 of Partnership Agreement

A new Section 5.1(h) is hereby added as follows:

(h) Special Allocations of Class-Specific Items . To the extent that any items of income, gain, loss or deduction of the General Partner are allocable to a specific class or classes of REIT Shares

as provided in the General Partner’s Prospectus, such items, or an amount equal thereto, shall be specially allocated to the class or classes of Partnership Units corresponding to such class or classes of REIT Shares.

Section 4. Amendment to Article 6 of the Partnership Agreement

Section 6.10 is hereby amended and restated as follows:

6.10 Miscellaneous . In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share redemption program of the General Partner through proceeds received from the General Partner’s distribution reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares (without limiting the foregoing, for example, the Partnership shall purchase from the General Partner Partnership Interests consisting of Class A Units in connection with the exchange of Class A REIT Shares, Class I Units in connection with the exchange of Class I REIT Shares and Class T Units in connection with the exchange of Class T REIT Shares). Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor (without limiting the foregoing, for example, the Partnership shall redeem from the General Partner Partnership Interests consisting of Class A Units in connection with the exchange of Class A REIT Shares, Class I Units in connection with the exchange of Class I REIT Shares and Class T Units in connection with the exchange of Class T REIT Shares).

Section 5. Amendments to Article 7 of Partnership Agreement

A new Section 7.1(e) is hereby added as follows:

(e) If the General Partner exchanges any REIT Shares of any class (“Exchanged REIT Shares”) for REIT Shares of a different class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Partnership Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of class of Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Units having the same designation as the Received REIT Shares.

Section 6. Continuation of Partnership Agreement

The Partnership Agreement, Amendment No. 1 and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement, Amendment No. 1 and this Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by Amendment No. 1 or this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Amendment and the Partnership Agreement and Amendment No. 1, the provisions of this Amendment shall control.

[ Signature Page Follows .]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Partnership Agreement as of the 25th day of April, 2016.



GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

By:		Griffin Capital Essential Asset REIT II, Inc., its sole general partner
By:		/s/ Michael J. Escalante
Name:		Michael J. Escalante
Title:		President

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

By:		/s/ Michael J. Escalante
Name:		Michael J. Escalante
Title:		President