0000931763-03-000474 Sample Contracts

FORM OF AMENDED AND RESTATED ESCROW AGREEMENT BETWEEN WELLS REAL ESTATE FUND XIV, L.P. AND WELLS MANAGEMENT COMPANY, INC.
Escrow Agreement • March 7th, 2003 • Wells Real Estate Fund Xiv Lp • Operators of nonresidential buildings • Georgia

Leo F. Wells, III and Wells Capital, Inc., a Georgia corporation, are the general partners (the “General Partners”) of Wells Real Estate Fund XIV, L.P. (the “Partnership”), the issuer for an offering of units of limited partnership interest (the “Units”) pursuant to a registration statement originally filed on Form S-11 with the Securities and Exchange Commission on November 26, 2002, File No. 333-101463. Wells Investment Securities, Inc., a Georgia corporation (the “Dealer Manager”), will act as Dealer Manager for the offering of the Units. The Partnership will sell a minimum of 125,000 Units at a price of $10.00 per Unit, for a total minimum capital raised of $1,250,000 (the “Required Capital”). The Partnership hereby appoints SouthTrust Bank, a state banking institution organized and existing under the laws of the State of Alabama (“Escrow Agent”), as escrow agent for purposes of holding the proceeds from the sale of the Units, and the Partnership shall deposit with Escrow Agent suc

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