SECOND AMENDED & RESTATED ADVISORY AGREEMENT between RESOURCE INCOME OPPORTUNITY REIT, INC. and RESOURCE IO ADVISOR, LLC August 1, 2017

EXHIBIT 10.1

SECOND AMENDED & RESTATED

between

RESOURCE INCOME OPPORTUNITY REIT, INC. and

RESOURCE IO ADVISOR, LLC

August 1, 2017

TABLE OF CONTENTS


		Page

ARTICLE 1. DEFINITIONS			1

ARTICLE 2. APPOINTMENT			8

ARTICLE 3. DUTIES OF THE ADVISOR			8
3.01	Organizational and Offering Services		8
3.02	Acquisition Services		9
3.03	Asset Management Services		9
3.04	Stockholder Services		12
3.05	Other Services		12

ARTICLE 4. AUTHORITY OF ADVISOR			12
4.01	General		12
4.02	Powers of the Advisor		12
4.03	Approval by the Board		12
4.04	Modification or Revocation of Authority of Advisor		13

ARTICLE 5. BANK ACCOUNTS			13

ARTICLE 6. RECORDS AND FINANCIAL STATEMENTS			13

ARTICLE 7. LIMITATION ON ACTIVITIES			13

ARTICLE 8. FEES			14
8.01	General		14
8.02	Advisory Fee		14

ARTICLE 9. EXPENSES			15
9.01	General		15
9.02	Timing of and Additional Limitations on Reimbursements		17

ARTICLE 10. VOTING AGREEMENT			17

ARTICLE 11. RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR			18
11.01	Relationship		18
11.02	Commitment of Time and Resources		18
11.03	Investment Opportunities and Allocation		18

ARTICLE 12. THE RESOURCE NAME			18

ARTICLE 13. TERM AND TERMINATION OF THE AGREEMENT			19
13.01	Term; Renewal		19
13.02	Termination		19


13.03	Payments on Termination	19
13.04	Duties of Advisor Upon Termination	19

ARTICLE 14. ASSIGNMENT		19

ARTICLE 15. INDEMNIFICATION AND LIMITATION OF LIABILITY		20
15.01	Indemnification	20
15.02	Limitation on Indemnification	20

ARTICLE 16. GUARANTEE		21

ARTICLE 17. MISCELLANEOUS		21
17.01	Notices	21
17.02	Modification	22
17.03	Severability	22
17.04	Construction; Venue	22
17.05	Entire Agreement	22
17.06	Waiver	22
17.07	Gender; Number	22
17.08	Titles Not to Affect Interpretation	22
17.09	Counterparts	22
17.10	Initial Investment	23
17.11	Additional Investment	23

SECOND AMENDED & RESTATED

ADVISORY AGREEMENT

This Second Amended & Restated Advisory Agreement, dated as of August 1, 2017 and effective as of the Effective Date (the “Agreement”), is between Resource Income Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Resource IO Advisor, LLC, a Delaware limited liability company (the “Advisor”). This Agreement amends and restates in its entirety the Amended & Restated Advisory Agreement dated October 2, 2015, between the Company and the Advisor.

W I T N E S S E T H

WHEREAS, the Company desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the board of directors of the Company (the “Board”), all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

The following defined terms used in this Agreement shall have the meanings specified below:

“Acquisition Expenses” means any and all expenses incurred by the Company, the Advisor or any Affiliate of either in connection with the selection, acquisition or development of any property, loan or other potential investment, whether or not acquired or originated, as applicable, including legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, and title insurance premiums.

“Advisor” means (i) Resource IO Advisor, LLC, a Delaware limited liability company, or (ii) any successor advisor to the Company.

“Advisory Fee” means the fee payable to the Advisor pursuant to Section 8.02.

“Affiliate” or “Affiliated” means, with respect to any first Person, any of the following: (i) any other Person directly or indirectly controlling, controlled by, or under common control with such first Person; (ii) any other Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstanding voting securities of such first Person; (iii) any legal entity for which such first Person acts as an executive officer, director, trustee, or general partner; (iv) any other Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such first Person; and (v) any executive officer, director, trustee, or general partner of such first Person. An entity shall not be deemed to control or be under common control with a program sponsored by the same Person or an affiliated Person unless (i) the entity owns 10% or more of the voting equity interests of such program or (ii) a majority of the board of directors (or equivalent governing body) of such program is composed of the same individuals.

“Appraised Value” means the value of the Properties, Real Estate Related Assets and Permitted Investments as determined in connection with the Company’s most recently published NAV per Share. For the avoidance of doubt, Appraised Value shall not include a deduction for any indebtedness.

“Average Invested Assets” means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments secured by real estate, before reserves for depreciation, bad debts or other similar non-cash reserves, computed by taking the average of such book values at the end of each month during such period.

“Board” means the board of directors of the Company, as of any particular time.

“Bylaws” means the bylaws of the Company, as amended from time to time.

“Cause” means (i) fraud, criminal conduct, willful misconduct or illegal or negligent breach of fiduciary duty by the Advisor, or (ii) if any of the following events occur: (A) the Advisor shall breach any material provision of this Agreement, and after written notice of such breach, shall not cure such default within thirty (30) days or have begun action within thirty (30) days to cure the default which shall be completed with reasonable diligence; (B) the Advisor shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator or trustee of the Advisor, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against the Advisor for reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days; or (C) the Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.

“Charter” means the articles of incorporation of the Company, as amended from time to time.

“Class A NAV” means the portion of the NAV allocable to Class A Shares, calculated pursuant to the Valuation Guidelines.

“Class A Shares” means shares of the Company’s $0.01 par value common stock that have been designated as Class A.

“Class A Stockholders” means the registered holders of the Class A Shares.

“Class D NAV” means the portion of the NAV allocable to Class D Shares, calculated pursuant to the Valuation Guidelines.

“Class D Shares” means shares of the Company’s $0.01 par value common stock that have been designated as Class D.

“Class D Stockholders” means the registered holders of the Class D Shares.

“Class I NAV” means the portion of the NAV allocable to Class I Shares, calculated pursuant to the Valuation Guidelines.

“Class I Shares” means shares of the Company’s $0.01 par value common stock that have been designated as Class I.

“Class I Stockholders” means the registered holders of the Class I Shares.

“Class S NAV” means the portion of the NAV allocable to Class S Shares, calculated pursuant to the Valuation Guidelines.

“Class S Shares” means shares of the Company’s $0.01 par value common stock that have been designated as Class S.

“Class S Stockholders” means the registered holders of the Class S Shares.

“Class T NAV” means the portion of the NAV allocable to Class T Shares, calculated pursuant to the Valuation Guidelines.

“Class T Shares” means shares of the Company’s $0.01 par value common stock that have been designated as Class T.

“Class T Stockholders” means the registered holders of the Class T Shares.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Company” means Resource Income Opportunity REIT, Inc., a corporation organized under the laws of the State of Maryland.

“Contract Sales Price” means the total consideration received by the Company or one of its Subsidiaries for the Sale of an Investment.

“Cost of Investments” means the sum of (i) with respect to the acquisition or origination of an Investment to be owned by the Company or a Subsidiary, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Investment, inclusive of Acquisition Expenses associated with the acquisition or origination of such Investment and the amount of any debt associated with, or used to fund the investment in, such Investment and (ii) with respect to the acquisition or origination of an Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a co-venturer or partner and which is not deemed a Subsidiary, the portion that is attributable to the Company’s direct or indirect investment in such Joint Venture or partnership of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Investment, inclusive of expenses associated with the acquisition or origination of such Investment and the amount of any debt associated with, or used to fund the investment in, such Investment.

“Dealer Manager” means (i) Resource Securities, Inc., or (ii) any successor dealer manager to the Company.

“Dealer Manager Fee” means the dealer manager fee paid with respect to the sale of Shares to the Dealer Manager for serving as the dealer manager of an Offering.

“Director” means a member of the Board.

“Distribution and Shareholder Servicing Fee” means the annual distribution and shareholder servicing fee payable to the Dealer Manager in connection with the sale of Class D, Class S and Class T shares of the Company’s common stock.

“Distributions” means any dividends or other distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

“Effective Date” means the date first set forth above.

“Excess Amount” has the meaning set forth in Section 9.02(iii).

“Excess Profits” has the meaning set forth in Section 8.02(ii).

“Expense Year” has the meaning set forth in Section 9.02(iii).

“Fixed Component” means the non-variable component of the Advisory Fee as described in Section 8.02(ii).

“GAAP” means accounting principles generally accepted in the United States.

“Good Reason” means: (i) any failure to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company.

“Gross Proceeds” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

“Guaranteed Obligations” has the meaning set forth in Article 16.

“Guarantor” has the meaning set forth in Article 16.

“Hurdle Amount” means, for any period during a calendar year, the amount that results in a 5.5% annualized internal rate of return on the NAV of the Shares outstanding at the beginning of the then-current calendar year and all Shares issued since the beginning of the then-current calendar year, taking into account the timing and amount of all Distributions accrued or paid (without duplication) on all such Shares and all issuances of Shares over the period and calculated in accordance with recognized industry practices. The ending NAV of the Shares used in calculating the internal rate of return will be calculated before giving effect to any allocation or accrual to the Performance Component and any applicable Distribution and Shareholder Servicing Fee expenses, provided that the calculation of the Hurdle Amount for any period will exclude any Shares repurchased during such period, which Shares will be subject to the Performance Component upon such repurchase as described in Section 8.02(ii).

“Independent Appraiser” has the meaning set forth in the Charter.

“Independent Director” has the meaning set forth in the Charter.

“Initial Investment” has the meaning set forth in Section 17.10.

“Independent Valuation Advisor” means a firm that is (i) engaged to a substantial degree in the business of conducting appraisals on commercial real estate properties, (ii) not Affiliated with the Advisor and (iii) engaged by the Company with the approval of the Board to appraise the Real Properties pursuant to the Valuation Guidelines.

“Initial Public Offering” means the public offering of Shares registered pursuant to the Registration Statement.

“Investment” means a Property, Real Estate Related Asset or other Permitted Investment.

“Investment Guidelines” means the investment guidelines adopted by the Board, as amended from time to time, pursuant to which the Advisor has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.

“Joint Venture” means any joint venture, limited liability company or other arrangement between the Company and a third party or an Affiliate of the Company that owns, in whole or in part, on behalf of the Company any Investments.

“Listed” or “Listing” shall have the meaning set forth in the Charter.

“Loan Servicer” means an entity that has been retained to perform and carry out loan servicing functions with respect to one or more loans.

“Loss Carryfoward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Shares repurchased during such year, which Shares will be subject to the Performance Component upon such repurchase as described in Section 8.02(iii).

“NASAA Guidelines” means the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, Inc. on May 7, 2007, and in effect on the date hereof.

“NAV” means the net asset value of the Company, as determined from time to time, and calculated pursuant to the Valuation Guidelines and procedures approved by the Board.

“NAV Pricing Date” means the date on which the Company begins to calculate a NAV per share for each class of Shares.

“Net Income” means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period excluding additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, Net Income for purposes of calculating total allowable Total Operating Expenses shall exclude the gain included in the Company’s consolidated accounts arising from the Sale of assets.

“Offering” means any offering of the Company’s Shares that is registered with the SEC, excluding Shares offered under any employee benefit plan.

“Organization and Offering Expenses” means all expenses incurred by and to be paid from the assets of the Company in connection with and in preparing the Company for registration of and subsequently offering and distributing of Shares in an Offering, which include, but are not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys); expenses for printing, engraving and mailing; salaries of employees while engaged in sales activities; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under Federal and state laws, including taxes and fees, accountants’ and attorneys’ fees.

“Partnership” means Resource IO OP, LP, a Delaware limited partnership formed to own and operate Investments on behalf of the Company.

“Performance Component” means the variable component of the Advisory Fee as described in Section 8.02(iii).

“Permitted Investments” means all investments (other than Properties and Real Estate Related Assets) in which the Company may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture or partnership, pursuant to its Charter, Bylaws and the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for purposes of cash management.

“Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Primary Offering” means the Offering exclusive of the Shares offered pursuant to the Company’s distribution reinvestment plan.

“Property” means any real property or properties acquired by the Company or the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture or partnership.

“Property Manager” means an entity that has been retained to perform and carry out at one or more of the Properties property management services, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property.

“Prospectus” means a “Prospectus” under Section 2(10) of the Securities Act, including a preliminary Prospectus, an offering circular as described in Rule 253 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public in a Public Offering.

“Real Estate Related Assets” means any investments, directly or indirectly, by the Company in interests in real property of whatever nature, including, but not limited to (i) mortgage, mezzanine, bridge and other loans on real property, (ii) equity securities or interests in corporations, limited liability companies, partnerships and other joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant-in-common interests, participating mortgages, convertible mortgages or other debt instruments convertible into equity interests in real property by the terms thereof, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate, and (iii) debt securities such as collateralized mortgage backed securities, commercial mortgages and other debt securities.

“Registration Statement” means the registration statement filed by the Company with the SEC on Form S-11 (File No. 333-201842), as amended from time to time.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both in accordance with Sections 856 through 860 of the Code.

“Sale” means (i) any transaction or series of transactions whereby: (A) the Company or the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Investment or portion thereof, including the transfer of any Property that is the subject of a ground lease, including any event with respect to any Investment that gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction; (B) the Company or the Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or the Partnership in any Joint Venture or any partnership in which it is a co-venturer or partner; or (C) any Joint Venture or any partnership in which the Company or the Partnership is a co-venturer or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Investment or portion thereof, including any event with respect to any Investment that gives rise to insurance claims or condemnation awards, and including the issuance by such Joint Venture or any partnership or one of its subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through (C) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Investments within 180 days thereafter.

“SEC” means the United States Securities and Exchange Commission.

“Selling Commissions” means any and all commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Shares, including commissions payable to the Dealer Manager.

“Shares” means the Class A Shares, Class D Shares, Class I Shares, Class S Shares and Class T Shares.

“Stockholders” means the Class A Stockholders, Class D Stockholders, Class I Stockholders, Class S Stockholders and Class T Stockholders.

“Subsidiary” means, with respect to any Person (the “parent”), at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership or limited liability company, more than 50% of the general partnership interests or managing member interests are, as of such date, owned, controlled or held, directly or indirectly, by one or more of the parent and its Subsidiaries.

“Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof.

“Total Operating Expenses” has the meaning set forth in the Charter. The definition of “Total Operating Expenses” is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA Guidelines. As a result, and notwithstanding the definition in the Charter, any expense of the Company which is not part of Total Operating Expenses under the NASAA Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

“Total Return” means, for any period since the end of the prior calendar year, a return equal to the sum of: (i) all Distributions accrued or paid (without duplication) on the Shares outstanding at the end of such period since the beginning of the then-current calendar year plus (ii) the change in aggregate NAV of such Shares since the beginning of such year, before giving effect to (x) changes resulting solely from the proceeds of issuances of stock dividends, (y) any allocation or accrual to the Performance Component and (z) applicable Distribution and Shareholder Servicing Fee expenses (including any payments made to the Dealer Manager for payment of such expenses). For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of Shares issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Shares.

“Valuation Guidelines” means the valuation guidelines adopted by the Board, as amended from time to time.

“2%/25% Guidelines” has the meaning set forth in Section 9.02(iii).

ARTICLE 2.

APPOINTMENT

The Company hereby appoints the Advisor to serve as its advisor and asset manager on the terms and conditions set forth in this Agreement and subject to the supervision of the Board, and the Advisor hereby accepts such appointment.

ARTICLE 3.

DUTIES OF THE ADVISOR

The Advisor, as a result of its relationship with the Company pursuant to this Agreement, has a fiduciary responsibility and duty to the Company and the Stockholders. The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its assets. The Advisor undertakes to use its reasonable efforts to present to the Company investment opportunities, to make investment decisions on behalf of the Company subject to the limitations in the Charter, the direction and oversight of the Board and Section 4.03 hereof, and to provide the Company with a continuing and suitable investment program consistent with the investment policies and objectives of the Company as determined and adopted from time to time by the Board. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and exclusive authority of the Board over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties:

3.01 Organizational and Offering Services. The Advisor shall perform all services related to the organization of the Company or any Offering of the Company’s securities, other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC or any state.

3.02 Acquisition Services.

(i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

(ii) Subject to Section 4 hereof and the investment objectives and policies of the Company approved by the Board: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Real Estate Related Assets and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Real Estate Related Assets and other Permitted Investments on behalf of the Company and its Subsidiaries; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Real Estate Related Assets and other Permitted Investments of the Company and its Subsidiaries; and (e) enter into leases, service contracts and other agreements for Properties, Real Estate Related Assets and other Permitted Investments of the Company and its Subsidiaries;

(iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;

(iv) With respect to prospective investments presented to the Board, prepare reports regarding such prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments;

(v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company and its Subsidiaries;

(vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s and its Subsidiaries’ investments; and

(vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Real Estate Related Assets and other Permitted Investments of the Company and its Subsidiaries.

3.03 Asset Management Services.

(i)

Real Estate and Related Services:

(a)

Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(b)

Negotiate and service the Company’s and its Subsidiaries’ debt facilities and other financings;

(c)

Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company and its Subsidiaries;

(d)

Monitor and evaluate the performance of each asset of the Company and its Subsidiaries and the Company’s and its Subsidiaries’ overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s and its Subsidiaries’ investments;

(e)

Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;

(f)

Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and its Subsidiaries;

(g)

Oversee the performance by the (1) Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance and (2) Loan Servicers of their duties, including collection and application of payments, restructurings, workouts, foreclosures and accounting for loans;

(h)

Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Managers;

(i)

Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;

(j)

Coordinate and manage relationships between the Company and its Subsidiaries, on the one hand, and any Joint Venture partners on the other; and

(k)

Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board.

(ii)

Accounting and Other Administrative Services:

(a)

Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company and its Subsidiaries;

(b)

From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company and its Subsidiaries under this Agreement;

(c)

Make reports to the Independent Directors each quarter of the allocation of investment opportunities of the type suitable for the Company among the Company and the other programs sponsored by the Advisor or any of its Affiliates, in order to enable the Independent Directors to monitor the Advisor’s compliance with the investment allocation policy in effect from time to time as approved by the Board;

(d)

Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s and its Subsidiaries’ businesses and operations;

(e)

Provide financial and operational planning services;

(f)

Oversee the calculation of the NAV and NAV per share by a third-party NAV accountant approved by the Board for each class of common stock as requested by the Board, and in connection therewith, supervise any independent valuation experts engaged by the Company with the approval of the Board;

(g)

Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency;

(h)

Maintain and preserve all appropriate books and records of the Company and its Subsidiaries;

(i)

Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;

(j)

Provide the Company and its Subsidiaries with all necessary cash management services;

(k)

Manage, and coordinate with the transfer agent, the periodic Distribution process and payments to Stockholders;

(l)

Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations;

(m)

Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;

(n)

Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and its Subsidiaries to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law;

(o)

Recommend liquidity event strategies to the Board when appropriate and implement any such strategies approved by the Board;

(p)

Notify the Board of all proposed material transactions before they are completed and get approval where necessary; and

(q)

Do all things necessary to assure its ability to render the services described in this Agreement.

3.04 Stockholder Services.

(i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

(ii) Oversee the performance of the transfer agent and registrar;

(iii) Establish technology infrastructure to assist in providing Stockholder support and service; and

(iv) Consistent with Section 3.01, the Advisor shall perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

3.05 Other Services. Except as provided in Article 7, the Advisor shall perform any other services reasonably requested by the Company (acting through the Independent Directors).

ARTICLE 4.

AUTHORITY OF ADVISOR

4.01 General. All rights and powers to manage the day-to-day business and affairs of the Company and its Subsidiaries shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage the day-to-day business and affairs of the Company and its Subsidiaries to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Charter.

4.02 Powers of the Advisor. Subject to the express limitations set forth in this Agreement and the Investment Guidelines and the continuing and exclusive authority of the Board over the management of the Company, including as set forth in any Investment Guidelines, the power to direct the management, operation and policies of the Company, including acquiring, originating, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

4.03 Approval by the Board. Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company (or its Subsidiaries) without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board (or if the governing documents or governing law applicable to any Subsidiary require the prior approval of the governing body of such Subsidiary). If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

4.04 Modification or Revocation of Authority of Advisor. The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company or its Subsidiaries prior to the date of receipt by the Advisor of such notification.

ARTICLE 5.

BANK ACCOUNTS

The Advisor may establish and maintain one or more bank accounts in the name of the Company (and its Subsidiaries) and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company and its Subsidiaries, under such terms and conditions as the Board (or the governing body of such Subsidiary) may approve, provided that no funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company.

ARTICLE 6.

RECORDS AND FINANCIAL STATEMENTS

The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s and its Subsidiaries’ operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and its Subsidiaries and shall be available for inspection by the Board and by counsel, independent auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s and its Subsidiaries’ assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and independent auditors with the reports and other information that the Company so requests.

ARTICLE 7.

LIMITATION ON ACTIVITIES

Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, (v) violate the Charter or Bylaws, or (vi) violate the governing documents of any Subsidiary of the Company. In the event an action that would violate (i) through (vi) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

ARTICLE 8.

FEES

8.01 General.

(i) The Advisor is not entitled to acquisition, disposition or financing fees.

(ii) Any fees due to the Advisor may be waived or deferred by the Advisor.

8.02 Advisory Fee.

(i) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed monthly component (a) prior to the NAV Pricing Date, equal to 0.104% (one twelfth of 1.25%) of the cost of each asset (excluding any leverage incurred in connection with such asset, without deductions for depreciation, bad debts or other non-cash reserves) and (b) following the NAV Pricing Date, an amount that will accrue daily equal to 1/365^th of 1.25% of the NAV for such day, before giving effect to any accruals for the Advisory Fee, Distribution and Shareholder Servicing Fee, Performance Component or any Distributions (the “Fixed Component”); and (2) an annual performance component (the “Performance Component”) that accrues monthly equal to 12.5% of the Total Return allocable to each class of shares of the Company’s common stock subject to the Hurdle Amount.

(ii) The Performance Component will not be paid with respect to the Shares for any calendar year in which the Total Return expressed as a percentage is less than or equal to the Hurdle Amount. Promptly following the end of each year, the Advisor will be entitled to the Performance Component of the Advisory Fee (which shall accrue on a monthly basis), payable in cash, in an amount equal to:

(a)

First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount due to the Advisor equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount due to the Advisor pursuant to this clause; and

(b)

Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods.

With respect to all Shares that are repurchased in connection with repurchases of Shares pursuant to the Company’s share repurchase plan, the Advisor shall be entitled to such Performance Component in an amount calculated as described above but only for the portion of the year for which such Shares were outstanding, and proceeds for any such Shares repurchase will be reduced by the amount of any such Performance Component.

Payments on the Performance Component may be payable in cash or by receipt of Class I Shares at the election of the Advisor. If the Advisor elects to receive such Class I Shares in lieu of cash, the Advisor will receive the number of Class I Shares that results from dividing the Performance Component by the NAV per Class I Share at the time of such issuance. If the Advisor elects to receive Class I Shares in lieu of cash, the Advisor may request the Company to redeem such Class I Shares from the Advisor at any time but subject to any repurchase limits that exist under our share repurchase plan other than early repurchase deductions.

The measurement of the change in NAV per Share for the purpose of calculating the Total Return is subject to adjustment by the Board to account for any dividend, split, recapitalization or any other similar change in the Company’s capital structure or any Distributions that the Board deems to be a return of capital if such changes are not already reflected in the Company’s net assets.

In the event the Advisory Agreement is terminated (including by means of non-renewal), the Advisor will be entitled to any accrued Performance Component with respect to all Shares as of the date of such termination. If the Performance Component is payable with respect to the Shares pursuant to this Section 8.02(iii), the Advisor will be entitled to such payment even in the event that the Total Return to the Stockholders (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Hurdle Amount. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance.

(iii) Following the NAV Pricing Date, the Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the prorated Performance Component for such partial year shall be payable promptly after the Company’s unaudited financial statements for the calendar quarter that includes the Termination Date are available, or in the case of a Termination Date that occurs during the fourth calendar quarter of a calendar year, its audited financial statements for the year ended that includes the Termination Date are available. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year.

(iv) Notwithstanding anything else in this Section 8.02 to the contrary, the payment of the monthly fixed component of the Advisory Fee due and owing for any period prior to the completion of the Company’s initial public offering shall be waived by the Advisor.

ARTICLE 9.

EXPENSES

9.01 General. In addition to the compensation paid to the Advisor pursuant to Article 8 hereof and subject to the limitations set forth in the Charter, the Company shall pay directly or reimburse the Advisor, as applicable, for all of the expenses paid or incurred by the Advisor in connection with the services provided to the Company pursuant to this Agreement, including:

(i) All Organization and Offering Expenses; provided, however, that

(a)

the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount paid by the Company or the Company’s sponsor for Selling Commissions, Dealer Manager Fees, Distribution and Shareholder Servicing Fees and Organization and Offering Expenses to exceed 15.0% of the Gross Proceeds of the Offering received up to $150,000,000 and 13.5% of the Gross Proceeds of the Offering in excess of $150,000,000; and

(b)

the Company shall not reimburse the Advisor for any Organization and Offering Expenses that the Independent Directors determine are not fair and commercially reasonable to the Company.

(ii) Acquisition Expenses incurred in connection with the selection and acquisition of Investments and Joint Venture opportunities, including such expenses incurred related to assets pursued or considered but not ultimately acquired by the Company or any of its Subsidiaries;

(iii) The actual out-of-pocket cost of goods and services used by the Company and its Subsidiaries and obtained from entities not Affiliated with the Advisor, including travel, meals and lodging expenses incurred by the Advisor in performing duties associated with the acquisition or origination of Investments;

(iv) Interest and other costs for borrowed money, including discounts, points and other similar fees;

(v) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes otherwise imposed on the Company and its Subsidiaries and their business, assets or income;

(vi) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Directors or by its Subsidiaries;

(vii) Expenses of managing, improving, developing, operating and selling Investments owned, directly or indirectly, by the Company, as well as expenses of other transactions relating to such Investments, including prepayments, maturities, workouts and other settlements of Real Estate Related Assets and other Permitted Investments;

(viii) All out-of-pocket expenses in connection with payments to the Board and meetings of the Board and Stockholders;

(ix) Personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services;

(x) Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

(xi) Audit, accounting and legal fees, and other fees for professional services relating to the operations of the Company and its Subsidiaries and all such fees incurred at the request, or on behalf of, the Board, the Independent Directors or any committee of the Board;

(xii) Out-of-pocket costs for the Company and its Subsidiaries to comply with all applicable laws, regulations and ordinances;

(xiii) Expenses connected with payments of Distributions made or caused to be made by the Company to the Stockholders;

(xiv) Expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Charter or the Bylaws; and

(xv) All other out-of-pocket costs incurred by the Advisor in performing its duties hereunder.

9.02 Timing of and Additional Limitations on Reimbursements.

(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. The Advisor may waive or defer the reimbursement of any such expenses.

(ii) Notwithstanding anything else in this Article 9 to the contrary, the Organization and Offering Expenses enumerated in Section 9.01(i) which are incurred prior to the completion of, and in connection with, the Company’s Initial Public Offering shall be paid by the Advisor and reimbursed by the Company ratably over the 60 months commencing January 1, 2020 to the extent such reimbursement would be within the limitations described herein, provided that if the Company raises at least $250 million in proceeds from its Initial Public Offering, it may commence reimbursement of such deferred Organization and Offering Expenses prior to January 1, 2020 but such reimbursement shall occur ratably over the following 60 months.

(iii) Commencing four fiscal quarters after the Company’s acquisition of a Property, Joint Venture or Real Estate Related Asset, the following limitation on Total Operating Expenses shall apply: the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which they deem sufficient. If the Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

ARTICLE 10.

VOTING AGREEMENT

The Advisor agrees that, with respect to any Shares now or hereinafter owned by it or its Affiliates, the Advisor or its Affiliate, as the case may be, will not vote or consent on matters submitted to the Stockholders regarding (i) the removal of the Advisor or any Affiliate of the Advisor or (ii) any transaction between the Company or its Subsidiaries and the Advisor or any of its Affiliates. This voting restriction shall survive until such time as neither the Advisor nor any Affiliate of the Advisor is serving as the Company’s external advisor. For the avoidance of doubt, the Independent Directors are not deemed to be an Affiliate of the Advisor for the purposes of this Article.

ARTICLE 11.

RELATIONSHIP OF ADVISOR AND COMPANY;

OTHER ACTIVITIES OF THE ADVISOR

11.01 Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

11.02 Commitment of Time and Resources. The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time and resources as shall be reasonably necessary to discharge the Advisor’s obligations to the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.

11.03 Investment Opportunities and Allocation. The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Resolution of Potential Conflicts of Interest in Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

ARTICLE 12.

THE RESOURCE NAME

The Advisor and its Affiliates have a proprietary interest in the tradename and sevicemark “RESOURCE.” The Advisor, on its behalf and on behalf of its Affiliates, hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty free right and license to use the tradename and servicemark “RESOURCE” solely in connection with the use of “RESOURCE INCOME OPPORTUNITY” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the name “RESOURCE” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “RESOURCE” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any of its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the word “RESOURCE.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and

may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “RESOURCE” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company.

ARTICLE 13.

TERM AND TERMINATION OF THE AGREEMENT

13.01 Term; Renewal. This Agreement has a one-year term from the Effective Date and shall continue in full force until the first anniversary of the Effective Date. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. It is the Board’s duty to evaluate the performance of the Advisor annually before reentering into or renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Independent Directors. If this Agreement is not renewed by either party, the notice provisions of Section 13.02 shall apply to such determination to not renew.

13.02 Termination. This Agreement will automatically terminate upon Listing. This Agreement also may be terminated upon 60 days’ written notice with or without Cause and without penalty by the Company (acting through the Independent Directors) or with or without Good Reason and without penalty by the Advisor. If the Agreement is terminated by the Company for Cause or by the Advisor for Good Reason, the written notice shall so state. The provisions of Articles 1, 10, 12, 13, 15 and 17 (excluding Sections 17.10 and 17.11) shall survive termination of this Agreement.

13.03 Payments on Termination. After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses, notwithstanding Section 9.02(ii) and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

13.04 Duties of Advisor Upon Termination. The Advisor shall promptly upon termination:

(i) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and

(iv) cooperate with the Company to provide an orderly transition of advisory functions.

ARTICLE 14.

ASSIGNMENT

This Agreement may be assigned by the Advisor to an Affiliate with the consent of the Independent Directors. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Independent Directors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization that is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

ARTICLE 15.

INDEMNIFICATION AND LIMITATION OF LIABILITY

15.01 Indemnification.

(i) Except as prohibited by the restrictions provided in this Article 15, the Company shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Maryland, the Charter and the NASAA Guidelines under the Charter. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders.

(ii) The Advisor shall indemnify, defend and hold harmless the Company from contract or other liability, claims, damages, taxes or losses and related expenses including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

15.02 Limitation on Indemnification.

(i) Notwithstanding Section 15.01, the Company shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (a) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (b) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were acting on behalf of or performing services of the Company; (c) such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and (d) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders.

(ii) Notwithstanding Section 15.01, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws.

(iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

ARTICLE 16.

GUARANTEE

Resource Real Estate, Inc., the parent company of the Advisor (the “Guarantor”), will in all respects guarantee the due and proper performance of the services to be provided under this Agreement by the Advisor, which guarantee shall extend to include any renewal of or amendment to this Agreement, provided Guarantor’s obligations are not materially increased by such renewal or amendment without the Guarantor’s consent, such consent not to be unreasonably withheld or delayed. If the Advisor fails to perform all or any of its obligations, duties, undertakings, and covenants to provide services (collectively, the “Guaranteed Obligations”) under this Agreement (unless relieved from the performance of any part of this Agreement by statute, by the decision of a court or tribunal of competent jurisdiction or by waiver of the Company), upon written notice from the Company, the Guarantor shall perform or cause to be performed such Guaranteed Obligations. This guarantee is a guarantee of performance of the Guaranteed Obligations and not of payment of any liabilities of the Advisor. The termination of this Agreement shall constitute a termination of this guarantee. This guarantee will be applicable to and binding upon the successors and assigns of Guarantor.

ARTICLE 17.

MISCELLANEOUS

17.01 Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws or is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Company or the Board:

Resource Income Opportunity REIT, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: Chief Executive Officer

To the Advisor:

Resource IO Advisor, LLC

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: President

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 17.01.

17.02 Modification. This Agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.

17.03 Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

17.04 Construction; Venue. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, and venue for any action brought with respect to any claims arising out of this Agreement shall be brought exclusively in Philadelphia, Pennsylvania.

17.05 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by each party hereto.

17.06 Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

17.07 Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified.

17.08 Titles Not to Affect Interpretation. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

17.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

17.10 Initial Investment. The Advisor has invested $200,000 (the “Initial Investment”) in the Company through the purchase of Shares of Class A common stock of the Company. For so long as the Advisor acts in an advisory capacity to the Company, the Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment or received prior to the Effective Date pursuant to a stock Distribution. The restrictions included above shall not apply to any Shares acquired by the Advisor or its Affiliates other than the Shares acquired through the Initial Investment or received pursuant to a stock Distribution prior to the Effective Date.

17.11 Additional Investment. Prior to the termination of the Initial Public Offering, the Advisor or its Affiliates agrees to purchase an additional amount of Shares of Class A or Class I common stock of the Company at the then-current public offering price per share of common stock, net of any Selling Commissions or Dealer Manager Fees, equal to the lesser of (a) 1% of the amount of Gross Proceeds raised from sales to persons who are not Affiliates of the Advisor in the Initial Public Offering or (b) $1,000,000.

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amended & Restated Advisory Agreement as of the date and year first above written.

RESOURCE INCOME OPPORTUNITY REIT, INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer

RESOURCE IO ADVISOR, LLC

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President

RESOURCE REAL ESTATE, INC., with respect to Article 16

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer

[Signature Page to Second Amended & Restated Advisory Agreement]

SECOND AMENDED & RESTATED ADVISORY AGREEMENT between RESOURCE INCOME OPPORTUNITY REIT, INC. and RESOURCE IO ADVISOR, LLC August 1, 2017

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