0001585101-14-000009 Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT II PROPERTIES LP A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • December 12th, 2014 • Hines Global Reit Ii, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 12th day of December, 2014, 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 AMENDED AND RESTATED DEALER MANAGER AGREEMENT December 12, 2014
Dealer Manager Agreement • December 12th, 2014 • Hines Global Reit Ii, Inc. • Real estate investment trusts • Texas

Hines Global REIT II, Inc., a Maryland corporation (the “Company”), is registering for public sale shares (the “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 (a maximum aggregate purchase price of $2,000,000,000 in Shares to be offered pursuant to the Company’s primary offering and a maximum aggregate purchase price of $500,000,000 in Shares to be offered pursuant to the Company’s distribution reinvestment plan). 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 may adjust the primary offering price per Share and distribution reinvestment plan price per Share in its discretion. The minimum initial purchase by any one person shall be $2,500 in Shares, except as otherwise indicated in the Prospectus (as defined in Section 1.1 below) or in any letter

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • December 12th, 2014 • Hines Global Reit Ii, Inc. • Real estate investment trusts • Texas

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of December, 2014 by and among Hines Securities, Inc., a Delaware corporation (the “Dealer Manager”), Hines Global REIT II, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”) and supersedes the original escrow agreement entered into by the parties on August 15, 2014 (the “Original Agreement”).

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