0000950129-05-001528 Sample Contracts

HINES REAL ESTATE INVESTMENT TRUST, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 22nd, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of November 30, 2004, by and between Hines Real Estate Investment Trust, Inc. (the “Company”), a Maryland corporation, and Stanley D. Levy (the “Indemnitee”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 22nd, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • New York

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 23, 2004, by and among Hines U.S. Core Office Capital Associates II Limited Partnership (the “Hines Limited Partner”), a Delaware limited partnership, Hines REIT Properties, L.P. (the “Hines REIT OP”), a Delaware limited partnership, and Hines U.S. Core Office Capital LLC (the “General Partner”), a Delaware limited liability company and the general partner of Hines-Sumisei U.S. Core Office Fund, L.P. (the “Partnership”), a Delaware limited partnership.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI US CORE OFFICE PROPERTIES LP September 20, 2004 [Schedule Amended October 4,2004]
Hines Real Estate Investment Trust Inc • February 22nd, 2005 • Real estate investment trusts • Delaware

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI US CORE OFFICE PROPERTIES LP, a Delaware limited partnership (together with its successors, the “Partnership”), is entered into as of September 20, 2004 by and among Hines-Sumisei U.S. Core Office Trust, a Maryland real estate investment trust (the “Trust” and “General Partner”), as the general partner of the Partnership, and the Persons identified as Limited Partners on Schedule 2.1, as limited partners of the Partnership.

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P. November 23, 2004
Assignment and Assumption Agreement • February 22nd, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Delaware

This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P., a Delaware limited partnership (together with its successors, the “Partnership”), is entered into as of November ___, 2004, by and among Hines US Core Office Capital LLC, a Delaware limited liability company, as the Managing General Partner, Hines REIT Properties, L.P., a Delaware limited partnership, as the Non-Managing General Partner, and the Persons identified as Limited Partners on Schedule 2.1, as Limited Partners. Capitalized terms used and not defined in the following recitals are used as defined in Section 1.1 below.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 22nd, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • New York

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of February 1, 2005, by and among Hines US Core LLC (“Hines US Core”), a Delaware limited liability company, Hines REIT Properties, L.P. (“Hines REIT OP”), a Delaware limited partnership, and Hines U.S. Core Office Capital LLC (the “Managing General Partner”), a Delaware limited liability company and the managing general partner of Hines-Sumisei U.S. Core Office Fund, L.P. (the “Partnership”), a Delaware limited partnership.

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