RREO / Resource Real Estate Opportunity REIT II Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

As filed with the Securities and Exchange Commission on May 19, 2022

S-3DPOS 1 d285809ds3dpos.htm S-3DPOS As filed with the Securities and Exchange Commission on May 19, 2022 Registration No. 333-236040 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 To Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Resource REIT, Inc. (Rapids Merger Sub LLC as successor by merger to Resource REIT, Inc.) (Exac

Blackstone Real Estate Income Trust Completes $3.7 Billion Acquisition of Resource REIT

Exhibit 99.1 Blackstone Real Estate Income Trust Completes $3.7 Billion Acquisition of Resource REIT Philadelphia, PA & NEW YORK, May 19, 2022 ? Blackstone (NYSE: BX) today announced that Blackstone Real Estate Income Trust, Inc. (?BREIT?) has completed its previously announced acquisition of all of the outstanding shares of common stock of Resource REIT, Inc. (the ?REIT?) for $14.75 per share in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

15-12G 1 d302325d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55430 RESOURCE REIT, INC. (Rapids Mer

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 19, 2022 RESOURCE REIT, INC.

As filed with the Securities and Exchange Commission on May 19, 2022

S-8 POS 1 d339505ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 19, 2022 Registration No. 333-252958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Resource REIT, Inc. (Rapids Merger Sub LLC as successor by merger to Resource REIT, Inc.) (Exact

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 16, 2022 RESOURCE REIT, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55430 Resource R

Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 2, 2022 RESOURCE REIT, INC.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 21, 2022 RESOURCE REIT, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

March 28, 2022

Exhibit 99.1 March 28, 2022 Re: Tender offer by a third party for Resource REIT, Inc. shares Dear Resource REIT Stockholder: You may soon receive correspondence from MacKenzie Capital Management, LP (?MacKenzie?) related to a tender offer to purchase your shares of Resource REIT, Inc. (the ?REIT?). MacKenzie has informed us that its offer price is $10.95 per share. As recently announced, the REIT

2022 Employee Retention/Transaction Bonus Plan, dated as of January 23, 2022

EXHIBIT 10.11 RESOURCE REIT, INC. 2022 EMPLOYEE RETENTION/TRANSACTION BONUS PLAN Resource REIT, Inc., a Maryland corporation (the “Company”), hereby adopts this 2022 Employee Retention/Transaction Bonus Plan (the “Plan”) to be effective as of January 23, 2022 (the “Effective Date”). 1. Purposes. It is expected that the Company, from time to time will consider the possibility of an acquisition by a

Subsidiaries of the Company

EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings, LLC RRE Iroquois, LP RRE Iroquois Holdings, LLC RRE Cannery Holdings, LLC RRE Autumn Wood Holdings, LLC RRE Village Square Holdings, LLC RRE Brentdale Holdings, LLC RRE Jefferson Point Holdings, LLC RRE Centennial Holdings, LLC RRE Pinnacle Holdings, LLC RRE River Oaks Holdings, LLC RRE Nicollet Ridge Holdings, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Calculation of Filing Fee Tables Schedule 14A (Form Type) Resource REIT, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Value Proposed Maximum Aggregate Value of Transaction (1) Fee Rate Amount of Filing Fee Fees to Be Pai

Exhibit Fee Tables Calculation of Filing Fee Tables Schedule 14A (Form Type) Resource REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PREM14A 1 d295840dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commiss

January 28, 2022

CORRESP 1 filename1.htm January 28, 2022 Shannon Menjivar, Accounting Branch Chief Mark Rakip, Staff Accountant Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F. Street NE Washington, DC 20549 Re: Resource REIT, Inc. (the “Company”) Form 10-K for the fiscal year ended December 31, 2020 File No. 000-55430 Dear Ms. Menjivar and Mr. Rakip:

Agreement and Plan of Merger, dated as of January 23, 2022, by and among Rapids Parent LLC, Rapids Merger Sub LLC, and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 24, 2022)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among RAPIDS PARENT LLC, RAPIDS MERGER SUB LLC and RESOURCE REIT, INC. Dated as of January 23, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 13 ARTICLE II THE MERGER 15 Section 2.1 The Merger 15 Section 2.2 Closing 15 Section 2.3 Effective Time 15 Section 2.4 Organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 23, 2022 RESOURCE REIT, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 23, 2022 RESOURCE REIT, INC.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 23, 2022 RESOURCE REIT, INC.

Resource REIT to be Acquired by Blackstone Real Estate Income Trust in $3.7 Billion Transaction

Exhibit 99.1 Resource REIT to be Acquired by Blackstone Real Estate Income Trust in $3.7 Billion Transaction Philadelphia, PA (January 24, 2022) ? Resource REIT, Inc. (the ?REIT? or the ?Company?), a publicly registered non-traded real estate investment trust, announced today that it has entered into a definitive agreement with Blackstone Real Estate Income Trust, Inc. (?BREIT?), under which BREIT

January 24, 2022

Exhibit 99.2 January 24, 2022 Re: Tender offer by a third party for Resource REIT, Inc. shares Dear Resource REIT Stockholder: You may soon receive, or have already received, correspondence from CMG Income Fund II, LLC, CMG Liquidity Fund, LLC, CMG Partners, LLC, and Blue River Capital LLC (collectively ?CMG?) related to a tender offer to purchase your shares of Resource REIT, Inc. (the ?REIT?). C

January 10, 2022

CORRESP 1 filename1.htm January 10, 2022 Shannon Menjivar, Accounting Branch Chief Mark Rakip, Staff Accountant Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F. Street NE Washington, DC 20549 Re: Resource REIT, Inc. (the “Company”) Form 10-K for the fiscal year ended December 31, 2020 Form 10-Q for the period ended September 30, 2021 Fi

Resource REIT, Inc. September 30, 2021 Company Information:

EX-99.1 2 d201833dex991.htm EX-99.1 Exhibit 99.1 RESOURCE REIT, INC. TABLE OF CONTENTS Company Information 3 Forward-Looking Statements 4 Presentation of Operating Data and Financial Information 4 Third Quarter 2021 Financial Results 6 Consolidated Balance Sheets – As reported on Form 10-Q (filed November 12, 2021) 11 Consolidated Statements of Operations – As reported on Form 10-Q (filed November

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 19, 2021 RESOURCE REIT, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55430 Resour

Letter Agreement by and among the Company, C-III Capital Partners LLC and RRE Legacy Co. LLC f/k/a Resource Real Estate LLC dated September 13, 2021)

September 13, 2021 VIA E-MAIL VIA E-MAIL C-III Capital Partners LLC RRE Legacy Co.

October 25, 2021

EX-99.1 2 d208246dex991.htm EX-99.1 Exhibit 99.1 October 25, 2021 Re: Tender offer by a third party for Resource REIT, Inc. shares Dear Resource REIT Stockholder: You may soon receive, or have already received, correspondence from Comrit Investments 1, LP (“Comrit”) related to a tender offer to purchase your shares of Resource REIT, Inc. (the “REIT”). Please be aware that Comrit has a history of m

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 20, 2021 RESOURCE REIT, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 13, 2021 RESOURCE REIT, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 31, 2021 RESOURCE REIT, INC.

Resource REIT, Inc. June 30, 2021 Company Information:

EX-99.1 2 d209487dex991.htm EX-99.1 Exhibit 99.1 RESOURCE REIT, INC. TABLE OF CONTENTS Company Information 3 Forward-Looking Statements 4 Presentation of Operating Data and Financial Information 4 Second Quarter 2021 Financial Results 6 Consolidated Balance Sheets – As reported on Form 10-Q (filed August 10, 2021) 11 Consolidated Statements of Operations – As reported on Form 10-Q (filed August 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55430 Resource RE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 3, 2021 RESOURCE REIT, INC.

Second Articles of Amendment and Restated of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 2, 2021)

Exhibit 3.1 SECOND ARTICLES OF AMENDMENT AND RESTATEMENT OF RESOURCE REIT, INC. FIRST: Resource REIT, Inc., a Maryland corporation, desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE I NAME The name of the corporation is Resource RE

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 30, 2021 RESOURCE REIT, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 21, 2021 RESOURCE REIT, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d90420ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Credit Agreement, dated as of May 20, 2021, among RRE Opportunity OP II, LP, as the Borrower, Resource REIT, Inc., Revolution I Merger Sub, LLC, RRE Opportunity Holdings LLC, RRE Opportunity Holdings II, LLC and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as L/C Issuer and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 21, 2021)

EX-10.1 2 d178985dex101.htm EX-10.1 Exhibit 10.1 EXECUTION COPY CREDIT AGREEMENT Dated as of May 20, 2021 among RRE OPPORTUNITY OP II, LP, as the Borrower, RESOURCE REIT, INC., REVOLUTION I MERGER SUB, LLC, RRE OPPORTUNITY HOLDINGS, LLC, RRE OPPORTUNITY HOLDINGS II, LLC and CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d178985d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 20, 2021 RESOURCE REIT, INC. (Exact name of registrant specified in its charter) Maryland 000-55430 80-0854717 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55430 Resource R

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EXHIBIT 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets at December 31, 2020 and 2019 F-3 Consolidated Statements of Operation for the Years Ended December 31, 2020, 2019, and 2018 F-4 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020, 2019, and 2018 F

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2021 RESOURCE REIT, Inc. (Exact name of registrant as specified in its charter) Commission file number: 000-55430 Maryland (State or other jurisdiction of incorporation

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EXHIBIT 99.2 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Page Report of Independent Certified Public Accountants F-1 Consolidated Balance Sheets at December 31, 2020 and 2019 F-2 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019 F-3 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 3

Pro Forma Financial Information

EXHIBIT 99.3 Pro Forma Financial Information Background On September 8, 2020, Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”), RRE Opportunity OP II, LP, a Delaware limited partnership and the operating partnership of REIT II (“REIT II Operating Partnership”), Revolution I Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of REIT

Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP

Exhibit 10.13 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE Opportunity OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012. This Amended and Restated Limited Partner

Annual Report - 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

Consent of Duff & Phelps

EXHIBIT 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource REIT, Inc. (f/k/a Resource Real Estate Opportunity REIT II, Inc.) ("the Company") being included or incorporated by reference to the Company's Registration Statements on Form S-3 (File No. 333-236040) and Form S-8 (File No. 333-252958)

Renewal Agreement by and between Resource Real Estate Opportunity REIT II, Inc. and Resource Real Estate Opportunity Advisor II, LLC, dated December 20, 2020

EX-10.3 2 ck0001559484-ex10394.htm EX-10.3 Exhibit 10.3 RENEWAL AGREEMENT THIS RENEWAL AGREEMENT, dated as of December 20, 2020 (the “Agreement”), is entered into between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor II, LLC a Delaware limited liability company (the “Advisor”). WHEREAS, the Company and the Advis

Subsidiaries of the Company

EX-21.1 4 ck0001559484-ex2116.htm EX-21.1 EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings, LLC Resource Real Estate Opportunity OP, LP RRE Iroquois, LP RRE Iroquois Holdings, LLC RRE Cannery Holdings, LLC RRE Williamsburg Holdings, LLC RRE Autumn Wood Holdings, LLC RRE Village Square Holdings, LLC RRE Brentdale Holdings, LLC RRE Jefferson Point Holdings, LLC RRE C

Form of Restricted Stock Agreement (Performance-Based)

Exhibit 10.1 RESOURCE REIT, INC. RESTRICTED STOCK AGREEMENT – PERFORMANCE (For U.S. Participants) Resource REIT, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 17, 2021 RESOURCE REIT, INC.

PRO FORMA FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 PRO FORMA FINANCIAL INFORMATION Background On September 8, 2020, Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”), RRE Opportunity OP II, LP, a Delaware limited partnership and the operating partnership of REIT II (“REIT II Operating Partnership”), Revolution I Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 20, 2020 RESOURCE REIT, INC.

Consent of Duff & Phelps*

EX-99.1 Exhibit 99.1 Consent of Independent Valuation Firm We hereby consent to the reference to our name, the description of our role and the valuation of the real properties and related assumptions provided under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Estimated Value Per Share” in Part II, Item 5 of the Annual Rep

- S-8

S-8 1 d116200ds8.htm S-8 As filed with the Securities and Exchange Commission on February 10, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESOURCE REIT, INC. (Exact name of registrant as specified in its charter) Maryland 80-0854717 (State or other jurisdiction of incorporation o

Resource Reinstates Distributions, Distribution Reinvestment Program, and Completes $500 MM of Financings

Exhibit 99.1 Resource Reinstates Distributions, Distribution Reinvestment Program, and Completes $500 MM of Financings Philadelphia, PA (February 5, 2021) – Resource REIT, Inc. (“Resource” or “the REIT”), a publicly registered non-traded real estate investment trust, announced today that its board of directors authorized a distribution of $0.07 per share for the first quarter of 2021, payable on M

Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed February 5, 2021)

EX-3.1 2 d107813dex31.htm EX-3.1 Exhibit 3.1 BYLAWS OF RESOURCE REIT, INC. ARTICLE I OFFICES Section 1.01 PRINCIPAL OFFICES. The principal office of Resource REIT, Inc. (the “Corporation”) shall be located at such place or places as the board of directors may designate from time to time. Section 1.02 ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive o

FIFTH AMENDED AND RESTATED SHARE REDEMPTION PROGRAM

EX-99.2 5 d107813dex992.htm EX-99.2 Exhibit 99.2 FIFTH AMENDED AND RESTATED SHARE REDEMPTION PROGRAM The board of directors of Resource REIT, Inc. (f/k/a Resource Real Estate Opportunity REIT II, Inc.), a Maryland corporation (the “Company”), has adopted a Fifth Amended and Restated Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall

Code of Business Conduct and Ethics adopted February 3, 2021*

Exhibit 14.1 RESOURCE REIT, INC. CODE OF BUSINESS CONDUCT AND ETHICS (February 3 , 2021) Introduction This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors (collectively, “Employees”) of Resource REIT, Inc. and its s

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 3, 2021 RESOURCE REIT, INC.

Master Credit Facility Agreement, dated as of January 28, 2021, by and among RRE Addison Place Holdings, LLC, RRE Gilbert Holdings, LLC, RRE Providence Holdings, LLC, RRE Woodmoor Holdings, LLC, RRE Centennial Holdings, LLC, RRE Brentdale Holdings, LLC, RRE Breckenridge Holdings, LLC, RRE Bear Creek Holdings, LLC, RRE Fairways of Bent Tree Holdings, LLC, RRE Montclair Terrace Holdings, LLC, RRE Santa Rosa Holdings, LLC, RRE Buckhead Holdings, LLC, RRE FNM1 LLC, RRE FNM2 LLC, RRE FNM3 LLC, RRE FNM4 LLC, (collectively, the “Borrowers”) and CBRE Multifamily Capital, Inc.*#

EX-10.8 7 d105208dex108.htm EX-10.8 Exhibit 10.8 MASTER CREDIT FACILITY AGREEMENT BY AND BETWEEN BORROWER SIGNATORY HERETO AND CBRE MULTIFAMILY CAPITAL, INC. DATED AS OF JANUARY 28, 2021 NOTE: Certain information identified by [***] in Schedule 6 to this Exhibit has been excluded from this exhibit because it is (i) not material and (ii) would likely cause competitive harm to the registrant if publ

Articles of Amendment of the Company*

EX-3.1 Exhibit 3.1 ARTICLES OF AMENDMENT OF RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. THIS IS TO CERTIFY THAT: FIRST: Pursuant to Section 2-605 of the Maryland General Corporation Law (the “MGCL”), Resource Real Estate Opportunity REIT II, Inc. (the “Corporation”) desires to amend its charter as currently in effect and as hereinafter amended. SECOND: Article I of the Corporation’s charter sha

Amended and Restated Limited Partnership Agreement of OP II*

EX-10.1 3 d105208dex101.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE OPPORTUNITY OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012. This A

Form of Restricted Stock Agreement (Performance Based)*

EX-10.7 Exhibit 10.7 RESOURCE REIT, INC. RESTRICTED STOCK AGREEMENT – PERFORMANCE (For U.S. Participants) Resource REIT, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Gra

Resource REIT, Inc. Completes Merger of Three REITs Transactions create a $3 Billion self-managed apartment REIT

EX-99.1 8 d105208dex991.htm EX-99.1 Exhibit 99.1 Resource REIT, Inc. Completes Merger of Three REITs Transactions create a $3 Billion self-managed apartment REIT Philadelphia, PA (January 29, 2021) – Resource REIT, Inc. (“Resource”), formerly known as Resource Real Estate Opportunity REIT II, Inc., announced today that it has completed its mergers with Resource Real Estate Opportunity REIT, Inc. (

Form of Restricted Stock Agreement (Time Based)*

EX-10.6 Exhibit 10.6 RESOURCE REIT, INC. RESTRICTED STOCK AGREEMENT – TIME VESTED (For U.S. Participants) Resource REIT, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Gra

Resource REIT, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed January 29, 2021)

EX-10.5 Exhibit 10.5 RESOURCE REIT, INC. 2020 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 9 3. Administration 9 3.1 Administration by the Committee 9 3.2 Authority of Officers 9 3.3 Administration with Respect to Insiders 10 3.4

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 26, 2021 RESOURCE REIT, INC.

Entry into a Material Definitive Agreement - 8-K

8-K 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): December 20, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Resource

Merger Prospectus - 425

Filed by Resource Real Estate Opportunity REIT II, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Resource Apartment REIT III, Inc. Commission File No.: 000-55923 EXPLANATORY NOTE We have created two video messages and a pre-recorded voice message that encourage s

Merger Prospectus - 425

Filed by Resource Real Estate Opportunity REIT II, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Resource Real Estate Opportunity REIT, Inc. Commission File No.: 000-54369 EXPLANATORY NOTE We have created two video messages and certain pre-recorded voice messages

PROXY STATEMENT/PROSPECTUS MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS Filed Pursuant to Rule 424(B)(3) Registration No. 333-249572 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT   To the Stockholders of Resource Real Estate Opportunity REIT, Inc. (“REIT I”): On September 8, 2020, REIT I, Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), RRE Opportunity OP II, LP, REIT II’s operating partnership (“REIT II OP”), Re

PROXY STATEMENT/PROSPECTUS MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS Filed Pursuant to Rule 424(B)(3) Registration No. 333-249573 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT   To the Stockholders of Resource Apartment REIT III, Inc. (“REIT III”): On September 8, 2020, REIT III, Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), RRE Opportunity OP II, LP, REIT II’s operating partnership (“REIT II OP”), Resource

EX-99.3

Exhibit 99.3

CONSENT OF ROBERT A. STANGER & CO., INC.

Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Special Committee of the Board of Directors Resource Real Estate Opportunity REIT, Inc. 1845 Walnut Street, 17th Floor Philadelphia, Pennsylvania 19103 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated September 8, 2020, to the Special Committee of the Board of Directors of Resource Real Estate Op

November 2, 2020

Exhibit 8.3 DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 T 312.368.4000 F 312.236.7516 W www.dlapiper.com November 2, 2020 Resource Real Estate Opportunity REIT, Inc. 1845 Walnut Street, 18th Fl. Philadelphia, PA 19103 Re: Tax Opinion for REIT Status Ladies and Gentlemen: We have acted as counsel to Resource Real Estate Opportunity REIT II, Inc., a Maryland corpo

CONSENT OF TRUIST SECURITIES INC.

Exhibit 99.2 CONSENT OF TRUIST SECURITIES INC. Resource Apartment REIT III, Inc. 1845 Walnut Street, 17th Floor Philadelphia, Pennsylvania 19103 Attention: Special Committee of the Board of Directors RE: Proxy Statement of Resource Apartment REIT III, Inc. (“REIT III”) and Prospectus of Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), which forms part of the Registration Statement on Fo

November 2, 2020

Exhibit 8.4 November 2, 2020 Board of Directors Resource Real Estate Opportunity REIT II, Inc. 1845 Walnut Street 18th Floor Philadelphia, PA 19103 RE: Resource Real Estate Opportunity REIT, Inc. – Qualification as Real Estate Investment Trust Ladies and Gentlemen: We are acting as special tax counsel to Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), in connec

- S-4/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 2, 2020 Registration No.

Direct and Indirect Subsidiaries of Resource Real Estate Opportunity REIT II, Inc.

Exhibit 21.1 Direct and Indirect Subsidiaries of Resource Real Estate Opportunity REIT II, Inc. RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC RRE Grand Rese

Direct and Indirect Subsidiaries of Resource Real Estate Opportunity REIT II, Inc.

EX-21.1 7 nt10015812x3ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Direct and Indirect Subsidiaries of Resource Real Estate Opportunity REIT II, Inc. RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE

November 2, 2020

Exhibit 8.4 November 2, 2020 Resource Real Estate Opportunity REIT II, Inc. 1845 Walnut Street, 18th Floor Philadelphia, Pennsylvania 19103 Re: Tax Opinion for REIT Status Ladies and Gentlemen: We have acted as counsel to Resource Apartment REIT III, Inc., a Maryland corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger (as amended or sup

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DAT

Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D26487-S12359 The Board of Directors recommends you vote FOR the following proposal: 3. A proposal to adjourn the Special Meeting to

November 2, 2020

Exhibit 8.3 DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 T 312.368.4000 F 312.236.7516 W www.dlapiper.com November 2, 2020 Resource Apartment REIT III, Inc. 1845 Walnut Street, 18th Fl. Philadelphia, PA 19103 Re: Tax Opinion for REIT Status Ladies and Gentlemen: We have acted as counsel to Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (th

-

November 2, 2020 Via EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Mail Stop 3010CF/AD8 Washington, DC 20549 Attention: Ms. Stacie Gorman Re: Resource Real Estate Opportunity REIT II, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed November 2, 2020 File No. 333-249573 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, Resource Rea

- S-4/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 2, 2020 Registration No.

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November 2, 2020 Via EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Mail Stop 3010CF/AD8 Washington, DC 20549 Attention: Ms. Stacie Gorman Re: Resource Real Estate Opportunity REIT II, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed November 2, 2020 File No. 333-249572 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, Resource Rea

Other Events - 8-K

8-K 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): October 22, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

CONSENT OF TRUIST SECURITIES INC.

Exhibit 99.2 CONSENT OF TRUIST SECURITIES INC. Resource Apartment REIT III, Inc. 1845 Walnut Street, 17th Floor Philadelphia, Pennsylvania 19103 Attention: Special Committee of the Board of Directors RE: Proxy Statement of Resource Apartment REIT III, Inc. (“REIT III”) and Prospectus of Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), which forms part of the Registration Statement on Fo

EX-99.3

Exhibit 99.3

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.4 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

- S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 20, 2020 Registration No.

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.5 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.6 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.6 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.4 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

CONSENT OF ROBERT A. STANGER & CO., INC.

Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Special Committee of the Board of Directors Resource Real Estate Opportunity REIT, Inc. 1845 Walnut Street, 17th Floor Philadelphia, Pennsylvania 19103 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated September 8, 2020, to the Special Committee of the Board of Directors of Resource Real Estate Op

- S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 20, 2020 Registration No.

EX-99.3

Exhibit 99.3

Consent of Person to be Named as Director October 20, 2020

Exhibit 99.5 Consent of Person to be Named as Director October 20, 2020 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Resource Real Estate Opportunity REIT II, Inc. and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 4

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d14163d8k.htm 8-K 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): September 18, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryl

Merger Prospectus - 8-K

8-K 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): September 18, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (Stat

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K

8-K 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): September 18, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (Stat

Merger Prospectus - 8-K

8-K 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): September 18, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (Stat

Webinar Transcript

EX-99.1 Exhibit 99.1 Webinar Transcript Good day, ladies and gentlemen and welcome to your Resource REIT webinar. All lines have been placed on a listen-only mode. If you should require assistance throughout the conference, please press *0 on your telephone keypad to reach a live operator. At this time, it is my pleasure to turn the floor over to your host, Jake Sauerteig. Sir, the floor is yours.

Webinar Transcript

EX-99.1 Exhibit 99.1 Webinar Transcript Good day, ladies and gentlemen and welcome to your Resource REIT webinar. All lines have been placed on a listen-only mode. If you should require assistance throughout the conference, please press *0 on your telephone keypad to reach a live operator. At this time, it is my pleasure to turn the floor over to your host, Jake Sauerteig. Sir, the floor is yours.

Webinar Transcript

EX-99.1 Exhibit 99.1 Webinar Transcript Good day, ladies and gentlemen and welcome to your Resource REIT webinar. All lines have been placed on a listen-only mode. If you should require assistance throughout the conference, please press *0 on your telephone keypad to reach a live operator. At this time, it is my pleasure to turn the floor over to your host, Jake Sauerteig. Sir, the floor is yours.

Webinar Transcript

Exhibit 99.1 Webinar Transcript Good day, ladies and gentlemen and welcome to your Resource REIT webinar. All lines have been placed on a listen-only mode. If you should require assistance throughout the conference, please press *0 on your telephone keypad to reach a live operator. At this time, it is my pleasure to turn the floor over to your host, Jake Sauerteig. Sir, the floor is yours. Thank y

Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, OP II, Revolution III Merger Sub, LLC, OP III and REIT III (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 11, 2020

EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION III MERGER SUB, LLC, RESOURCE APARTMENT REIT III, INC. AND RESOURCE APARTMENT OP III, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Interpretation and Rules of Construction 14 ARTIC

Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa

EX-99.2 Resource Real Estate Opportunity REIT (“REIT I”) Resource Real Estate Opportunity REIT II (“REIT II”) Resource Apartment REIT III (“REIT III”) Proposed Merger & Self-administration Transaction September 2020 Exhibit 99.2 Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any

Form of Restricted Stock Agreement

EX-10.6 Exhibit 10.6 FORM OF RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. NOTICE OF GRANT OF RESTRICTED STOCK (For U.S. Participants) Resource Real Estate Opportunity REIT, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain shares of Stock (the “Shares”) pursuant to the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “Plan”), as foll

Second Amended and Restated Advisory Agreement dated September 8, 2020 between REIT II and the Advisor

EX-10.4 EXHIBIT 10.4 SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC September 8, 2020 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS 2 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 S

Voting Agreement dated September 8, 2020, between REIT II and Resource Real Estate

EX-10.1 4 d938346dex101.htm EX-10.1 EXHIBIT 10.1 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE, LLC VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Resource Real Estate, LLC, a Delaware limited liability company (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corpo

Form of Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP

EX-10.3 Exhibit 10.3 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE OPPORTUNITY OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012. This Amended and Restated

Form of Restricted Stock Agreement

EX-10.6 Exhibit 10.6 FORM OF RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. NOTICE OF GRANT OF RESTRICTED STOCK (For U.S. Participants) Resource Real Estate Opportunity REIT, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain shares of Stock (the “Shares”) pursuant to the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “Plan”), as foll

Form of Restricted Stock Agreement

EX-10.6 Exhibit 10.6 FORM OF RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. NOTICE OF GRANT OF RESTRICTED STOCK (For U.S. Participants) Resource Real Estate Opportunity REIT, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain shares of Stock (the “Shares”) pursuant to the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “Plan”), as foll

Form of Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP

EX-10.3 Exhibit 10.3 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE OPPORTUNITY OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012. This Amended and Restated

Voting Agreement dated September 8, 2020, between REIT II and Alan Feldman

Exhibit 10.2 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and ALAN F. FELDMAN VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Alan F. Feldman (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II and the Stockholder are each sometimes referred to herein individu

Voting Agreement dated September 8, 2020, between REIT II and Alan Feldman

EX-10.2 Exhibit 10.2 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and ALAN F. FELDMAN VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Alan F. Feldman (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II and the Stockholder are each sometimes referred to herein

Form of Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP

Exhibit 10.3 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE OPPORTUNITY OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012. This Amended and Restated Limited

Voting Agreement dated September 8, 2020, between REIT II and Alan Feldman

EX-10.2 Exhibit 10.2 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and ALAN F. FELDMAN VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Alan F. Feldman (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II and the Stockholder are each sometimes referred to herein

Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa

EX-99.2 Resource Real Estate Opportunity REIT (“REIT I”) Resource Real Estate Opportunity REIT II (“REIT II”) Resource Apartment REIT III (“REIT III”) Proposed Merger & Self-administration Transaction September 2020 Exhibit 99.2 Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any

Dear stockholder,

EX-99.1 Exhibit 99.1 Dear stockholder, We are pleased to share exciting news regarding your investment(s) in Resource Real Estate Opportunity REIT, Inc. (“REIT I”), Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), and Resource Apartment REIT III, Inc. (“REIT III,” collectively the “REITs”). On September 8, 2020, Resource Real Estate, LLC (“Resource”), the REITs’ sponsor, announced that

Agreement and Plan of Merger dated September 8, 2020, by and among REIT II, OP II, Merger Sub III, REIT III and OP III

EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION III MERGER SUB, LLC, RESOURCE APARTMENT REIT III, INC. AND RESOURCE APARTMENT OP III, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Interpretation and Rules of Construction 14 ARTIC

Resource Real Estate Opportunity REIT, Inc. Long-Term Incentive Plan

EX-10.5 Exhibit 10.5 RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. 2020 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1.  Establishment, Purpose and Term of Plan 1 1.1   Establishment 1 1.2   Purpose 1 1.3   Term of Plan 1 2.  Definitions and Construction 1 2.1   Definitions 1 2.2   Construction 9 3.  Administration 9 3.1   Administration by the Committee 9 3.2   Authority of Officers 9 3.3   Admi

Second Amended and Restated Advisory Agreement dated September 8, 2020 between REIT II and the Advisor

EX-10.4 EXHIBIT 10.4 SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC September 8, 2020 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS 2 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 S

Voting Agreement dated September 8, 2020, between REIT II and Resource Real Estate

EX-10.1 EXHIBIT 10.1 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE, LLC VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Resource Real Estate, LLC, a Delaware limited liability company (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, RRE Opportunity OP II, LP, Revolution I Merger Sub, LLC, Resource Real Estate Opportunity OP, LP and Resource Real Estate Opportunity REIT, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 11, 2020

EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION III MERGER SUB, LLC, RESOURCE APARTMENT REIT III, INC. AND RESOURCE APARTMENT OP III, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Interpretation and Rules of Construction 14 ARTIC

Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, OP II, Revolution I Merger Sub, LLC, OP I and REIT I (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 11, 2020

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION I MERGER SUB, LLC, RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation and Rule

Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa

EX-99.2 Resource Real Estate Opportunity REIT (“REIT I”) Resource Real Estate Opportunity REIT II (“REIT II”) Resource Apartment REIT III (“REIT III”) Proposed Merger & Self-administration Transaction September 2020 Exhibit 99.2 Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any

Form of Restricted Stock Agreement

EX-10.6 Exhibit 10.6 FORM OF RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. NOTICE OF GRANT OF RESTRICTED STOCK (For U.S. Participants) Resource Real Estate Opportunity REIT, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain shares of Stock (the “Shares”) pursuant to the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “Plan”), as foll

Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa

EX-99.2 Resource Real Estate Opportunity REIT (“REIT I”) Resource Real Estate Opportunity REIT II (“REIT II”) Resource Apartment REIT III (“REIT III”) Proposed Merger & Self-administration Transaction September 2020 Exhibit 99.2 Disclosures No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any

Agreement and Plan of Merger dated September 8, 2020, by and among REIT II, OP II, Merger Sub III, REIT III and OP III

EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION III MERGER SUB, LLC, RESOURCE APARTMENT REIT III, INC. AND RESOURCE APARTMENT OP III, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Interpretation and Rules of Construction 14 ARTIC

Agreement and Plan of Merger dated September 8, 2020, by and among REIT II, OP II, Merger Sub I, REIT I and OP I

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION I MERGER SUB, LLC, RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation and Rule

Resource Real Estate Opportunity REIT, Inc. Long-Term Incentive Plan

EX-10.5 Exhibit 10.5 RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. 2020 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1.  Establishment, Purpose and Term of Plan 1 1.1   Establishment 1 1.2   Purpose 1 1.3   Term of Plan 1 2.  Definitions and Construction 1 2.1   Definitions 1 2.2   Construction 9 3.  Administration 9 3.1   Administration by the Committee 9 3.2   Authority of Officers 9 3.3   Admi

Second Amended and Restated Advisory Agreement dated September 8, 2020 between REIT II and the Advisor

EX-10.4 EXHIBIT 10.4 SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC September 8, 2020 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS 2 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 S

Voting Agreement dated September 8, 2020, between REIT II and Alan Feldman

EX-10.2 5 d938346dex102.htm EX-10.2 Exhibit 10.2 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and ALAN F. FELDMAN VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Alan F. Feldman (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II and the Stockholder are each s

Merger Prospectus - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Merger Prospectus - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Dear stockholder,

EX-99.1 Exhibit 99.1 Dear stockholder, We are pleased to share exciting news regarding your investment(s) in Resource Real Estate Opportunity REIT, Inc. (“REIT I”), Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), and Resource Apartment REIT III, Inc. (“REIT III,” collectively the “REITs”). On September 8, 2020, Resource Real Estate, LLC (“Resource”), the REITs’ sponsor, announced that

Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, RRE Opportunity OP II, LP, Revolution III Merger Sub, LLC, Resource Apartment OP III, LP and Resource Apartment REIT III, Inc., incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 11, 2020

EX-2.1 EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION I MERGER SUB, LLC, RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation a

Resource Real Estate Opportunity REIT, Inc. Long-Term Incentive Plan

EX-10.5 Exhibit 10.5 RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. 2020 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1.  Establishment, Purpose and Term of Plan 1 1.1   Establishment 1 1.2   Purpose 1 1.3   Term of Plan 1 2.  Definitions and Construction 1 2.1   Definitions 1 2.2   Construction 9 3.  Administration 9 3.1   Administration by the Committee 9 3.2   Authority of Officers 9 3.3   Admi

Resource Real Estate Opportunity REIT, Inc. Long-Term Incentive Plan

EX-10.5 Exhibit 10.5 RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. 2020 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1.  Establishment, Purpose and Term of Plan 1 1.1   Establishment 1 1.2   Purpose 1 1.3   Term of Plan 1 2.  Definitions and Construction 1 2.1   Definitions 1 2.2   Construction 9 3.  Administration 9 3.1   Administration by the Committee 9 3.2   Authority of Officers 9 3.3   Admi

Form of Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP

EX-10.3 6 d938346dex103.htm EX-10.3 Exhibit 10.3 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RRE OPPORTUNITY OP II, LP RRE Opportunity OP II, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 1, 2012

Dear stockholder,

EX-99.1 Exhibit 99.1 Dear stockholder, We are pleased to share exciting news regarding your investment(s) in Resource Real Estate Opportunity REIT, Inc. (“REIT I”), Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), and Resource Apartment REIT III, Inc. (“REIT III,” collectively the “REITs”). On September 8, 2020, Resource Real Estate, LLC (“Resource”), the REITs’ sponsor, announced that

Dear stockholder,

EX-99.1 Exhibit 99.1 Dear stockholder, We are pleased to share exciting news regarding your investment(s) in Resource Real Estate Opportunity REIT, Inc. (“REIT I”), Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), and Resource Apartment REIT III, Inc. (“REIT III,” collectively the “REITs”). On September 8, 2020, Resource Real Estate, LLC (“Resource”), the REITs’ sponsor, announced that

Agreement and Plan of Merger dated September 8, 2020, by and among REIT II, OP II, Merger Sub I, REIT I and OP I

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC., RRE OPPORTUNITY OP II, LP, REVOLUTION I MERGER SUB, LLC, RESOURCE REAL ESTATE OPPORTUNITY REIT, INC. AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP DATED AS OF SEPTEMBER 8, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation and Rule

Second Amended and Restated Advisory Agreement dated September 8, 2020 between REIT II and the Advisor

EX-10.4 EXHIBIT 10.4 SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC September 8, 2020 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS 2 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 S

Voting Agreement dated September 8, 2020, between REIT II and Resource Real Estate

EX-10.1 EXHIBIT 10.1 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE, LLC VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Resource Real Estate, LLC, a Delaware limited liability company (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II

Voting Agreement dated September 8, 2020, between REIT II and Resource Real Estate

EX-10.1 EXHIBIT 10.1 VOTING AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE, LLC VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of September 8, 2020, is between Resource Real Estate, LLC, a Delaware limited liability company (“Stockholder”) and Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (“REIT II”). REIT II

Merger Prospectus - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enh

EX-99.1 Exhibit 99.1 Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enhanced Operating Efficiencies and the Elimination of Advisory Fees September 8, 2020 PHILADELPHIA, Pennsylvania Resource Real Esta

Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enh

Exhibit 99.1 Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enhanced Operating Efficiencies and the Elimination of Advisory Fees September 8, 2020 PHILADELPHIA, Pennsylvania Resource Real Estate, LLC

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enh

Exhibit 99.1 Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enhanced Operating Efficiencies and the Elimination of Advisory Fees September 8, 2020 PHILADELPHIA, Pennsylvania Resource Real Estate, LLC

Merger Prospectus - 8-K

8-K 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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 8, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enh

Exhibit 99.1 Resource Real Estate Announces Transactions to Merge Three REITs Transactions Will Create a $3 Billion Self-Managed REIT Immediately Accretive to Earnings and Cash Flows, Resulting in Substantial Cost Savings, Increased Scale and Diversification, Enhanced Operating Efficiencies and the Elimination of Advisory Fees September 8, 2020 PHILADELPHIA, Pennsylvania Resource Real Estate, LLC

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Resource Real

Submission of Matters to a Vote of Security Holders

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): July 15, 2020 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, fo

Quarterly Report - 10-Q

10-Q 1 ck0001559484-10q20200331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Resource Real Estate, LLC Responds to COVID-19

Exhibit 99.1 Company Contact: Resource Investor Relations Phone: (866) 469-0129 E-mail: [email protected] Resource Real Estate, LLC Responds to COVID-19 Philadelphia, PA (March 30, 2020) ? Resource Real Estate, LLC (?Resource?), as the sponsor of Resource Real Estate Opportunity REIT, Inc., Resource Real Estate Opportunity REIT II, Inc., and Resource Apartment REIT III, Inc. (coll

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 30, 2020 Resource Real Estate Opportunity REIT II, Inc.

Renewal Agreement by and between Resource Real Estate Opportunity REIT II, Inc. and Resource Real Estate Opportunity Advisor II, LLC, dated December 20, 2019

EXHIBIT 10.6 RENEWAL AGREEMENT THIS RENEWAL AGREEMENT, dated as of December 20, 2019 (the “Agreement”), is entered into between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor II, LLC a Delaware limited liability company (the “Advisor”). WHEREAS, the Company and the Advisor were initially parties to that certain A

Subsidiaries of the Company

EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC RRE Grand Reserve Holdings

Amended and Restated Advisory Agreement

EXHIBIT 10.1 AMENDED AND RESTATED ADVISORY AGREEMENT between RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. and RESOURCE REAL ESTATE OPPORTUNITY ADVISOR II, LLC January 9, 2014 EAST\50676375.5 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS1 ARTICLE 2 - APPOINTMENT7 ARTICLE 3 - DUTIES OF THE ADVISOR8 3.01 Organizational and Offering Services8 3.02 Acquisition Services8 3.03 Asset Management Service

Fourth Amended and Restated Share Redemption Program (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed March 22, 2019)

EXHIBIT 99.2 FOURTH AMENDED AND RESTATED SHARE REDEMPTION PROGRAM The board of directors of Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), has adopted a Fourth Amended and Restated Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter u

Form 10-K

10-K 1 ck0001559484-10k20191231.htm 10-K (Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

Consent of Duff & Phelps

EXHIBIT 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. ("the Company") being included or incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-236040) and the related prospectus, included therein, by being filed on

Description of the Company’s Common Stock Registered Pursuant to Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed March 20, 2020)

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Resource Real Estate Opportunity REIT II, Inc. has shares of its common stock, $0.01 par value per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References in the following discussion to ?we,? ?our? and ?us? an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 16, 2020 Resource Real Estate Opportunity REIT II, Inc.

Form of Indemnification Agreement between the Company and each independent director of the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 16, 2020)

EX-10.1 2 ck0001559484-ex1016.htm EX-10.1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2020 (the “Effective Date”), by and between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, the Company desires to attract and retain the services of highly qualified

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 14, 2020 Resource Real Estate Opportunity REIT II, Inc.

As filed with the Securities and Exchange Commission on January 23, 2020

Table of Contents As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

Consent of Duff & Phelps

EXHIBIT 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. (?the Company?) being included in the Company?s Registration Statement on Form S-3 (File No. 333- ) and the related prospectus, included therein, to be filed on the date hereof. In giving this cons

Current Report

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): December 20, 2019 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Resource

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Resource Real

Submission of Matters to a Vote of Security Holders

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): July 17, 2019 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Resource Real

Definitive Proxy Statement on Schedule 14A for the 2019 annual meeting of stockholders filed with the SEC on April 29, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Fourth Amended and Restated Share Redemption Program (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed March 22, 2019)

EXHIBIT 99.2 FOURTH AMENDED AND RESTATED SHARE REDEMPTION PROGRAM The board of directors of Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the ?Company?), has adopted a Fourth Amended and Restated Share Redemption Program (the ?SRP?), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company?s charter u

Subsidiaries of the Company

ck0001559484-ex211186.htm EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

Consent of Duff & Phelps

EXHIBIT 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. ("the Company") being included or incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-184476) and the related prospectus, included therein, by being filed on

Entry into a Material Definitive Agreement

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): December 20, 2018 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5543

Submission of Matters to a Vote of Security Holders

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): July 18, 2018 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-554

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC RRE Grand Reserve Holdings

Consent of Duff & Phelps

Exhibit 99.2 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. ("the Company") being included or incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-184476) and the related prospectus, included therein, by being filed on

Renewal Agreement by and between Resource Real Estate Opportunity REIT II, Inc. and Resource Real Estate Opportunity Advisor II, LLC, dated December 20, 2017

EXHIBIT 10.7 RENEWAL AGREEMENT THIS RENEWAL AGREEMENT, dated as of December 20, 2017 (the “Agreement”), is entered into between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and Resource Real Estate Opportunity Advisor II, LLC a Delaware limited liability company (the “Advisor”). WHEREAS, the Company and the Advisor were initially parties to that certain A

Entry into a Material Definitive Agreement

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): December 20, 2017 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5543

Submission of Matters to a Vote of Security Holders

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): July 18, 2017 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2017 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-554

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Third Amended and Restated Share Redemption Program (incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K filed March 30, 2017)

EXHIBIT 99.3 THIRD AMENDED AND RESTATED SHARE REDEMPTION PROGRAM The board of directors of Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the ?Company?), has adopted a Third Amended and Restated Share Redemption Program (the ?SRP?), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company?s charter unl

CONSENT OF INDEPENDENT VALUATION EXPERT

Exhibit 99.2 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. ("the Company") being included or incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-184476) and the related prospectus, included therein, by being filed on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

Renewal Agreement by and between Resource Real Estate Opportunity REIT II, Inc. and Resource Real Estate Opportunity Advisor II, LLC, dated December 20, 2016 (incorporate by reference to Exhibit10.6 to the Company's Annual Report on Form 10-K filed March 30, 2017

EXHIBIT 10.6 RENEWAL AGREEMENT THIS RENEWAL AGREEMENT, dated as of December 20, 2016 (the ?Agreement?), is entered into between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the ?Company?), and Resource Real Estate Opportunity Advisor II, LLC a Delaware limited liability company (the ?Advisor?). WHEREAS, the Company and the Advisor were initially parties to the Advisory A

Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC R

Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC RRE Grand Reserve Holdings

Entry into a Material Definitive Agreement

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): December 20, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

PURCHASE AND SALE AGREEMENT ARTICLE 1: PROPERTY/PURCHASE PRICE

EXHIBIT 10.4 PURCHASE AND SALE AGREEMENT ARTICLE 1: PROPERTY/PURCHASE PRICE 1.1 Certain Basic Terms. (a) Seller: Dallas Santa Rosa-476, Inc., a Texas corporation, as Trustee of Santa Rosa Realty Trust (b) Purchaser:RRE Opportunity OP II, LP, a Delaware limited partnership (c) Date of this Agreement: May 31, 2016. (d) Purchase Price: $70,000,000. (e) Due Diligence Period: The period beginning on th

PROMISSORY NOTE

EXHIBIT 10.2 Allstate Life Insurance Company Loan No. 123565 PROMISSORY NOTE $40,200,000.00 April 14, 2016 1. Payment of Principal and Interest FOR VALUE RECEIVED, RRE FOX RIDGE HOLDINGS, LLC, a Delaware limited liability company (the "Maker"), hereby promises to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company, and any subsequent holder of this Note ("Holder" or

PROMISSORY NOTE

EXHIBIT 10.1 Allstate Life Insurance Company Loan No. 123564 PROMISSORY NOTE $37,300,000.00 April 14, 2016 1. Payment of Principal and Interest FOR VALUE RECEIVED, RRE CANTERWOOD HOLDINGS, LLC, a Delaware limited liability company (the "Maker"), hereby promises to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company, and any subsequent holder of this Note ("Holder" or

AGREEMENT OF PURCHASE AND SALE BRECKENRIDGE APARTMENTS By and Between Holland Breckenridge Apartment Homes, LLC, a Delaware limited liability company RRE OPPORTUNITY OP II, LP, a Delaware limited partnership, DATED: April 25, 2016 AGREEMENT OF PURCHA

EXHIBIT 10.3 AGREEMENT OF PURCHASE AND SALE BRECKENRIDGE APARTMENTS By and Between Holland Breckenridge Apartment Homes, LLC, a Delaware limited liability company Seller and RRE OPPORTUNITY OP II, LP, a Delaware limited partnership, Purchaser DATED: April 25, 2016 AGREEMENT OF PURCHASE AND SALE BRECKENRIDGE APARTMENTS THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

Other Events

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): September 8, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Maryland 80-0854717 (State or other jurisdiction of (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5543

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Maryland 80-0854717 (State or other jurisdiction of (I.R.S. Employ

Submission of Matters to a Vote of Security Holders

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): July 21, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or othe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): May 31, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or other

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Maryland 80-0854717 (State or other jurisdiction of (I.R.S. Empl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 20, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or other

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): May 17, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-554

Entry into a Material Definitive Agreement

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 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 14, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or oth

1845 Walnut Street, 18th Floor | Philadelphia, PA 19103 | (866) 773-4120 | www.resourcereit2.com

EX-99.1 2 d145868dex991.htm EX-99.1 Exhibit 99.1 April **, 2016 RE: Resource Real Estate Opportunity REIT II Portfolio Valuation Dear Investor, On behalf of Resource Real Estate Opportunity REIT II (the “REIT”), I am pleased to announce that the REIT completed its securities offering period in February 2016, raising approximately $200 million in new equity in the fourth quarter of 2015. While much

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 31, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

(Back to Index) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55430 Re

PURCHASE AND SALE AGREEMENT CANTERWOOD APARTMENTS BOULDER, COLORADO TRM - MEREDITH PARK CORP. AS SELLER RRE OPPORTUNITY OP II, LP AS PURCHASER December 1, 2015 (the ?Effective Date?)

Exhibit 10.11 PURCHASE AND SALE AGREEMENT CANTERWOOD APARTMENTS BOULDER, COLORADO BETWEEN TRM - MEREDITH PARK CORP. AS SELLER AND RRE OPPORTUNITY OP II, LP AS PURCHASER Dated: December 1, 2015 (the “Effective Date”) TABLE OF CONTENTS Page 1. THE PROPERTY 1 1.1 Description. 1 1.2 “As‑Is” Purchase. 2 1.3 Agreement to Convey. 3 2. PRICE AND PAYMENT. 4 2.1 Purchase Price. 4 2.2 Payment. 4 2.3 Closing.

CONSENT OF INDEPENDENT VALUATION EXPERT

Exhibit 99.2 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Resource Real Estate Opportunity REIT II, Inc. ("the Company") being included or incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-184476) and the related prospectus, included therein, by being filed on

FOX RIDGE APARTMENTS CENTENNIAL, COLORADO REAL ESTATE SALE AGREEMENT

Exhibit 10.10 FOX RIDGE APARTMENTS CENTENNIAL, COLORADO REAL ESTATE SALE AGREEMENT THIS REAL ESTATE SALE AGREEMENT (this “Agreement”) is made as of the 18th day of November, 2015 (the “Effective Date”), by and between FOX RIDGE ASSOCIATES, L.P., a California limited partnership (“Seller”), with an office at c/o Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and

Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC R

Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries RRE Opportunity Holdings II, LLC RRE Opportunity OP II, LP RRE Bear Creek Holdings, LLC RRE Oak Hill Holdings, LLC RRE Buckhead Holdings, LLC RRE Farrington Holdings, LLC RRE Mayfair Chateau Holdings, LLC RRE Fairways of Bent Tree Holdings, LLC RRE Spalding Crossing Holdings, LLC RRE Montclair Terrace Holdings, LLC RRE Grand Reserve Holdings

Renewal Agreement by and between Resource Real Estate Opportunity REIT II, Inc. and Resource Real Estate Opportunity Advisor II, LLC, dated December 20, 2015 (incorporated by reference Exhibit 10.14 to the Company's Annual Report on Form 10-K filed March 30, 2016)

Exhibit 10.14 RENEWAL AGREEMENT THIS RENEWAL AGREEMENT, dated as of December 20, 2015 (the ?Agreement?), is entered into between Resource Real Estate Opportunity REIT II, Inc., a Maryland corporation (the ?Company?), and Resource Real Estate Opportunity Advisor II, LLC a Delaware limited liability company (the ?Advisor?). WHEREAS, the Company and the Advisor were initially parties to the Advisory

PURCHASE AGREEMENT By and Between RRE Opportunity OP II, LP, a Delaware limited partnership As ?Purchaser? Austin 2222 Venture I, L.P., a Texas limited partnership As ?Seller? TABLE OF CONTENTS

Exhibit 10.13 PURCHASE AGREEMENT By and Between RRE Opportunity OP II, LP, a Delaware limited partnership As ?Purchaser? and Austin 2222 Venture I, L.P., a Texas limited partnership As ?Seller? TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF PROPERTY1 ARTICLE II PURCHASE PRICE AND DEPOSIT2 ARTICLE III SETTLEMENT AND CLOSING DATE2 ARTICLE IV STUDY PERIOD3 ARTICLE V TITLE6 ARTICLE VI EXISTING LEASE

AGREEMENT OF PURCHASE AND SALE The Grand Reserve of Naperville By and Between HART GRAND RESERVE, LLC, a Delaware limited liability company, RRE OPPORTUNITY OP II, LP, a Delaware limited partnership, DATED: December 1, 2015 AGREEMENT OF PURCHASE AND

Exhibit 10.12 AGREEMENT OF PURCHASE AND SALE The Grand Reserve of Naperville By and Between HART GRAND RESERVE, LLC, a Delaware limited liability company, Seller and RRE OPPORTUNITY OP II, LP, a Delaware limited partnership, Purchaser DATED: December 1, 2015 AGREEMENT OF PURCHASE AND SALE THE GRAND RESERVE OF NAPERVILLE THIS AGREEMENT OF PURCHASE AND SALE (?Agreement?) is made and entered into thi

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 23, 2016 Resource Real Estate Opportunity REIT II, Inc. (Exact name of registrant as specified in its charter) Commission file number 000-55430 Maryland 80-0854717 (State or oth