0001262959-08-000042 Sample Contracts

HINES REAL ESTATE INVESTMENT TRUST, INC. Up to $3,500,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT June 30, 2008
Dealer Manager Agreement • July 7th, 2008 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Texas

Hines Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of $3,500,000,000 in shares (the “Shares”) of its common stock, $.001 par value per Share (the “Offering”). $3,000,000,000 in Shares will be offered to the public at the price set forth in the Prospectus (as defined in Section 1.1 below), and $500,000,000 in Shares will be offered pursuant to the Company's dividend reinvestment plan at the price set forth in the Prospectus. The minimum purchase for the Shares shall be $2,500 except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Hines Real Estate Securities, Inc. (the “Dealer Manager”).

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ADVISORY AGREEMENT Among HINES REIT PROPERTIES, L.P., HINES ADVISORS LIMITED PARTNERSHIP, and HINES REAL ESTATE INVESTMENT TRUST, INC. July 1, 2008
Advisory Agreement • July 7th, 2008 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Texas
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