0001585101-17-000026 Sample Contracts

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT II PROPERTIES LP A DELAWARE LIMITED PARTNERSHIP April 28, 2017
Limited Partnership Agreement • April 28th, 2017 • Hines Global Reit Ii, Inc. • Real estate investment trusts • Delaware

This Third Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 28th day of April, 2017, between Hines Global REIT II, Inc., as the General Partner, Hines Global REIT II Associates Limited Partnership, as a Limited Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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HINES GLOBAL REIT II, INC. Offering of up to $2,500,000,000 in Shares of Common Stock FOURTH AMENDED AND RESTATED DEALER MANAGER AGREEMENT Effective as of April 28, 2017
Dealer Manager Agreement • April 28th, 2017 • Hines Global Reit Ii, Inc. • Real estate investment trusts • Texas

Hines Global REIT II, Inc., a Maryland corporation (the “Company”), has registered for public sale shares of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold for a maximum aggregate purchase price of $2,500,000,000. The Company proposes to offer (a) up to the maximum aggregate purchase price of $2,000,000,000 pursuant to the Company’s primary offering in any combination of Class A, Class T and Class I Shares of common stock, which are referred to herein individually as “Class A Shares,” “Class T Shares” and “Class I Shares,” and collectively as the “Shares,” and (b) a maximum aggregate purchase price of $500,000,000 in Shares to be offered pursuant to the Company’s distribution reinvestment plan in any combination of Class A Shares, Class T Shares and Class I Shares. However, the Company is entitled to reallocate Shares between the primary offering and the offering pursuant to the distribution reinvestment plan and the Company’s board of directors ma

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