Cost Reimbursement Agreement

A cost reimbursement agreement is a contract between two parties where one agrees to provide payment for certain costs incurred by the other party. This type of agreement is common in employment contracts that require employees to travel. The cost reimbursement agreement in this scenario would entail that if an employee turns in their gas and food receipts, the contracted company will pay them back for the costs documented.

The purpose of the cost reimbursement agreement is to ensure fair and prudent cost-sharing between two partnered companies. It goes into detail about what costs are reimburseable and what portion of the cost will be paid back by the obligated party.

Common Sections in Cost Reimbursement Agreements

Below is a list of common sections included in Cost Reimbursement Agreements. These sections are linked to the below sample agreement for you to explore.

Cost Reimbursement Agreement Sample

This Cost Reimbursement Agreement (this “ Agreement ”) dated as of the 13th day of December 2018 is made by and among each of Hines Global Income Trust, Inc., a Maryland corporation (the “ Company ”), Hines Securities, Inc., a Delaware corporation (the “ Dealer Manager ”), Hines Global REIT II Advisors LP, a Texas limited partnership (the “ Advisor ”), (collectively, the “ Issuer Entities ”), and American Enterprise Investment Services Inc. (“ AEIS ”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Selected Dealer Agreement (as defined below).

WHEREAS, the Company has registered for public sale, shares of its common stock (the “ 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 Offering is the Company’s second public offering;

WHEREAS, the Issuer Entities and Ameriprise Financial Services, Inc. (“ Ameriprise ”) have entered into a Selected Dealer Agreement dated December 13, 2018 (the “ Selected Dealer Agreement ”) that sets forth the understandings and agreements whereby Ameriprise will offer and sell, on a best efforts basis, for the account of the Company, Class T and Class I shares (collectively, the “ Shares ”) of Common Stock registered pursuant to the Registration Statement and Prospectus for the Offering, filed with the Securities and Exchange Commission (the “ SEC ”), as the same may be amended or supplemented from time to time (the “ Offering Documents ”);

WHEREAS, AEIS is an affiliate of Ameriprise and currently provides clearing and related services solely and exclusively for Ameriprise; and

WHEREAS, the Dealer Manager and AEIS are parties to that certain Alternative Investment Product Networking Services Agreement, dated March 23, 2012 as amended (the “ AIP Networking Agreement ”), pursuant to which the broker-controlled accounts of Ameriprise’s customers that invest in the Company will be processed and serviced.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer Entities and AEIS agree as follows:

AEIS will perform, for the benefit of the stockholders of the Company who are clients of Ameriprise, certain broker dealer services including, but not limited to, distribution, marketing, administration and stockholder servicing support (the “ Cost Reimbursement Services ”). Cost Reimbursement Services performed by AEIS will further include product due diligence, training and education, and other support-related functions. These Cost Reimbursement Services will be performed at AEIS by associated persons of AEIS.

In consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Dealer Manager shall pay or re-allow directly to AEIS an upfront marketing fee (the “ Upfront Marketing Fee ”) and an annual marketing fee (the “ Annual Marketing Fee ,” and, together with the Upfront Marketing Fee, the “ Marketing Fees ”), (ii) in addition, the Dealer Manager shall pay or cause to be paid the amount of any bona fide, itemized and detailed, separately invoiced due diligence expenses (the “ Due Diligence Expenses ”) directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or caused to be paid directly to AEIS, AEIS’s costs of technology associated with the Offering, other costs and expenses related to such technology costs, and the support to Ameriprise financial advisors of the marketing of the Shares and the ownership of such Shares by Ameriprise’s customers, including fees to attend Company-sponsored conferences (the “ Distribution Support Expenses ”), and (iv) the Dealer Manager shall reimburse AEIS or shall cause AEIS to be reimbursed to the extent that AEIS’s

compliance with any Ad Hoc Request would cause AEIS to incur additional material expenses, in which case the Dealer Manager and AEIS will mutually agree as to the payment of such expenses between the parties (the “ Ad Hoc Request Expenses ” and, collectively with the Marketing Fees, the Due Diligence Expenses, and the Distribution Support Expenses, the “ Cost Reimbursement Compensation ”). The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Commissions and the Distribution and Stockholder Servicing Fees payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Marketing Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Commissions and Distribution and Stockholder Servicing Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.

(a) At the time of sale, the Dealer Manager shall reallow to AEIS all of the dealer manager fees paid to the Dealer Manager with respect to Class T Shares sold by Ameriprise as an Upfront Marketing Fee in an amount equal to 1.5% of the full price of each such Class T Share (except for Class T Shares sold pursuant to the DRIP). In addition, the Dealer Manager shall pay to AEIS an Annual Marketing Fee of 0.25% of the full price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) each year for the four-year period following the sale of such Class T Shares by Ameriprise. Notwithstanding the foregoing, the Dealer Manager will not pay AEIS a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA. The Dealer Manager shall not pay a Marketing Fee to AEIS with respect to Class I Shares sold by Ameriprise.

No payment of the Marketing Fees will be made in respect of subscriptions for Shares (or portions thereof) which are rejected by the Company. The Marketing Fees will be paid via an electronic wire transfer initiated by the Dealer Manager according to the wire instructions set forth immediately below. The Upfront Marketing Fee shall be paid on the second business day following the week in which the dealer manager fee on the applicable Shares sold by Ameriprise is received by the Dealer Manager from the Company. The Annual Marketing Fee shall be paid monthly in arrears. The Marketing Fees will be payable only with respect to transactions lawful in the jurisdictions where they occur. AEIS affirms that the Dealer Manager’s liability for the Upfront Marketing Fee is limited solely to the amount of the dealer manager fees received by the Dealer Manager from the Company, and AEIS hereby waives any and all rights to receive payment of the Upfront Marketing Fee until such time as the Dealer Manager has received from the Company the dealer manager fees from the sale of Class T Shares by Ameriprise. No Marketing Fees shall be paid to AEIS for purchases made by an investor pursuant to the DRIP.

(b) The Dealer Manager shall pay or cause to be paid to or on behalf of AEIS (as directed by AEIS) the amount of any Due Diligence Expenses consistent with the language in the Offering Documents, applicable regulations and FINRA rules. The Dealer Manager shall pay or cause to be paid to or on behalf of AEIS (as directed by AEIS) the amount of any invoice for such Due Diligence Expenses within two weeks of the Dealer Manager’s receipt of such invoice.

(c) The Dealer Manager shall pay or cause to be paid directly to AEIS the amount of any Distribution Support Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Dealer Manager shall pay or cause to be paid directly to AEIS the amount of any invoice for such Distribution Support Expenses within two weeks of the Dealer Manager’s receipt of such invoice.

(d) The Dealer Manger shall pay or cause to be paid directly to AEIS the amount of any Ad Hoc Request Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Dealer Manger shall pay or cause to be paid directly to AEIS the amount of any invoice for such Ad Hoc Request Expenses within two weeks of the Company’s receipt of such invoice.

(e) Issuer Entities will have sole responsibility for calculating the Marketing Fees payable to AEIS under this Agreement. AEIS shall calculate the amounts of the Due Diligence Expenses, the Distribution Support Expenses for which AEIS shall provide invoices under this Agreement. However, the Issuer Entities may provide records to assist AEIS in its calculations.

(f) The parties acknowledge and agree that the total compensation paid to Ameriprise and AEIS in connection with the Offering pursuant to the Selected Dealer Agreement and the Cost Reimbursement Agreement shall not exceed the limitations prescribed by FINRA, including the 10% limitation prescribed by FINRA Rule 2310 on compensation of participating broker dealers (the “FINRA 10% Limitation”), which is calculated with respect to the gross proceeds from sales of Shares by Ameriprise (except for Shares sold pursuant to the DRIP). The Company and the Dealer Manager agree to monitor the payment of all fees and expense reimbursements to assure that FINRA limitations are not exceeded. The Dealer Manager agrees to use its commercially reasonable efforts to limit underwriting compensation other than the Selling Commissions, dealer manager fees and the Distribution and Stockholder Servicing Fees described in the Prospectus to an amount that is designed to prevent total underwriting compensation paid in connection with the Offering, when measured at or following the completion of the Offering, from reaching the FINRA 10% Limitation prior to the date that the FINRA 10% Limitation has been reached with respect to all Class T Shares sold by Ameriprise; provided, that, nothing in this Section 3(f) shall negate the Company’s ability to cease paying Distribution and Stockholder Servicing Fees with respect to each Class T Share sold by Ameriprise upon certain events, as set forth in the fifth paragraph of Section 3(d) of the Selected Dealer Agreement. Accordingly, if at any time the Company or the Dealer Manager determines in good faith that any payment to AEIS pursuant to this Cost Reimbursement Agreement could result in a violation of the applicable FINRA regulations, the Company or the Dealer Manager shall promptly notify AEIS, and the Company, the Dealer Manager and AEIS agree to cooperate with each other to implement such measures as they determine are necessary to ensure continued compliance with applicable FINRA regulations. For the avoidance of doubt, if the Company or the Dealer Manager determines in good faith that any payment to AEIS pursuant to this Cost Reimbursement Agreement could result in a violation of the applicable FINRA regulations and there is a dispute as to whether AEIS will return such payment to the Company or the Dealer Manager in order to ensure continued compliance with applicable FINRA regulations, then AEIS agrees that AEIS shall return such payment or payments necessary to ensure continued compliance with applicable FINRA regulations. However, nothing in this Amendment shall relieve AEIS and the Dealer Manager of their obligations to comply with FINRA Rule 2310.

The Issuer Entities agree to keep current all disclosures in the Company’s Offering Documents regarding the payment of the Cost Reimbursement Compensation, as may be required by applicable federal and state laws,

regulations and rules and the rules of any applicable self-regulatory organization (“ SRO ”), including but not limited to FINRA.

(a) Each of the Issuer Entities, jointly and severally represents, warrants and covenants to AEIS and AEIS represents, warrants and covenants to the Issuer Entities that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its formation; (ii) the execution, delivery and performance of this Agreement by such party have been duly authorized, do not violate its charter, by-laws or similar governing instruments or applicable law and do not, and with the passage of time will not, conflict with or constitute a breach under any other agreement, judgment or instrument to which it is a party or by which it is bound; (iii) this Agreement is the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; (iv) it will comply with all applicable federal and state laws, regulations and rules and the rules of any applicable SRO, including but not limited to, FINRA rules and interpretations governing cash and non-cash compensation; and (v) it will comply with applicable AEIS policies governing cost reimbursement, current copies of which are available to the Issuer Entities from AEIS upon request.

(b) AEIS represents to the Issuer Entities that performance of the Cost Reimbursement Services for which reimbursement is received by AEIS is consistent with the activities permitted under AEIS’s FINRA membership agreement.

(c) Each of the Issuer Entities, jointly and severally, makes the representations, warranties and covenants in Section 2(kk) of the Selected Dealer Agreement for AEIS’s benefit to the same extent and on the same terms and conditions as the Issuer Entities have made such representations, warranties and covenants for Ameriprise’s benefit pursuant to Section 2(kk) of the Selected Dealer Agreement. For the avoidance of doubt, subject to AEIS’s execution and delivery to the Company and the Independent Valuation Firm (as defined in Section 2(kk) of the Selected Dealer Agreement) of an access and confidentiality agreement, substantially in the form attached to the Selected Dealer Agreement as Exhibit B, AEIS shall be permitted to share any documents and other information provided to it pursuant to Section 2(kk) of the Selected Dealer Agreement with Ameriprise, and, following the Company’s disclosure of the valuation in the SEC Disclosure Documents (as defined in Section 2(kk) of the Selected Dealer Agreement), and subject to the fair disclosure requirements of Regulation FD and the provisions of any non-disclosure agreement between AEIS and the Independent Valuation Firm, nothing shall preclude Ameriprise from providing the name of the Independent Valuation Firm and/or a summary of its review to its clients and/or its financial advisors.

(d) The Issuer Entities shall be required to deliver or cause to be delivered to AEIS any document required to be delivered to Ameriprise under Section 7 of the Selected Dealer Agreement. For the avoidance of doubt, any document required to be delivered to Ameriprise pursuant to Section 7 of the Selected Dealer Agreement may be dually addressed to Ameriprise and AEIS in order to satisfy the requirements of this Section 6(d).

(a) Each Issuer Entity, jointly and severally, agrees to indemnify, defend and hold harmless AEIS and each other person, if any who controls AEIS within the meaning of Section 15 of the Securities Act, and any of their respective officers, directors, employees and agents, to the same extent and on the same terms and conditions that such Issuer Entity is required, pursuant to Section 8(a) of the Selected Dealer Agreement to indemnify Ameriprise and each other person, if any who controls Ameriprise within the meaning of Section 15 of the Securities Act, and any of their respective officers, directors, employees and agents.

(b) AEIS agrees to indemnify, defend and hold harmless each Issuer Entity, each of their directors and trustees, those of its officers who have signed the Registration Statement and each other person, if any, who controls an

Issuer Entity within the meaning of Section 15 of the Securities Act to the same extent and on the same terms and conditions that Ameriprise is required to indemnify such persons pursuant to Section 8(b) of the Selected Dealer Agreement except that in no event shall such liability exceed the payments by the Issuer Entities to AEIS.

IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Any dispute by the parties regarding this Agreement shall be arbitrated in accordance with the rules and regulations of FINRA. In the event of any dispute between the parties, AEIS and the Issuer Entities will continue to perform their respective obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with the provisions hereof.

For purposes of this Agreement, AEIS and its agents and delegates, if any, have no authority to act as agent for the Issuer Entities in any matter or in any respect. This Agreement does not establish a joint venture or partnership between or among AEIS and the Issuer Entities.

The respective rights and obligations of the parties hereunder, including but not limited to those under Sections 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19 will indefinitely survive the termination of this Agreement to the extent necessary to preserve the intended rights and obligations of the parties.

Any notice, request, demand, approval or other communication required or permitted herein will be in writing addressed as set forth immediately below with respect to each party, or to such other address subsequently specified by a party in writing, and will be deemed given on the date sent if delivered personally or on the next day after it is sent if sent via overnight delivery by Federal Express or similar delivery service, or on the third day after it is sent via registered mail with the U.S. Postal Service: