HINES GLOBAL REIT II, INC. Offering of up to $2,500,000,000 in Shares of Common Stock THIRD AMENDED AND RESTATED DEALER MANAGER AGREEMENT Dated July 25, 2016 and Effective as of August 2, 2016Dealer Manager Agreement • July 25th, 2016 • 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 and Class T Shares of common stock, which are referred to herein individually as “Class A Shares” and “Class T 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 and Class T 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 may adjust the primary offering price per Sha
