Wells Real Estate Investment Trust

Any affiliate of the General Partner may be employed or retained by the Partnership and may deal with the Partnership in any capacity (as buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender, or otherwise) and receive compensation determined by the General Partner to be fair and reasonable, creating potential conflicts of interest in affiliate transactions.

“Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefore which the General Partner determines to be fair and reasonable.”

In the event of a conflict between the interests of the General Partner's shareholders and the Limited Partners, the General Partner shall resolve the conflict in favor of shareholders so long as the General Partner directly owns a controlling interest in the Partnership.

“for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders.”

The General Partner and its officers, directors, employees, agents, trustees, affiliates, and shareholders are expressly permitted to engage in business interests and activities substantially similar or identical to those of the Partnership, and the Partnership and Limited Partners have no rights in such business ventures. The General Partner has no obligation to offer any opportunity to the Partnership or Limited Partners.

“any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. ... the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.”

In any conflict between the interests of the GP's shareholders and the limited partners, the GP is authorized to resolve the conflict in favor of its shareholders, and bears no liability for losses suffered by limited partners as a result of such decisions.

“for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.”

The GP and its officers, directors, employees, agents, trustees, affiliates, and shareholders are expressly permitted to engage in business activities substantially similar or identical to those of the Partnership without any obligation to offer such opportunities to the Partnership or limited partners. This creates a direct competition risk between the GP/affiliates and the Partnership.

“any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.”

The General Partner is expressly authorized to resolve conflicts between REIT shareholders and Limited Partners in favor of its shareholders, and is under no obligation to consider the separate interests of the Limited Partners.

“The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its shareholders on one hand and the Limited Partners on the other... any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders.”

The General Partner and its affiliates are expressly permitted to engage in business activities that compete directly with the Partnership, with no obligation to offer such opportunities to the Partnership or Limited Partners.

“any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities... the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.”