Warrant Purchase Agreement (2000)Full Document 

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                   WELLS REAL ESTATE INVESTMENT TRUST, INC.


                          WARRANT PURCHASE AGREEMENT

                                                           ______________, 200__

     This Warrant Purchase Agreement (the "Agreement") is made by and between
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), and Wells Investment Securities, Inc. (the "Warrantholder").

     The Company hereby agrees to issue and sell, and the Warrantholder agrees
to purchase, for the total purchase price of $4,000, warrants as hereinafter
described (the "Soliciting Dealer Warrants") to purchase up to an aggregate of
5,000,000 Shares (subject to adjustment pursuant to Section 8 hereof) of the
Company's common stock, $.01 par value (the "Shares"). The Soliciting Dealer
Warrants are being purchased in connection with a public offering of an
aggregate of 135,000,000 Shares (the "Offering"), pursuant to that certain
Dealer Manager Agreement (the "Dealer Manager Agreement"), dated
_______________, 200__ between the Company and the Warrantholder as the Dealer
Manager and a representative of the Soliciting Dealers who may receive warrants.

     The issuance of the Soliciting Dealer Warrants shall be made in book-entry
form only (until such time as the Company begins issuing certificates evidencing
its Soliciting Dealer Warrants which shall be no later than such time as the
Company begins issuing certificates for its Shares) on a quarterly basis
commencing 60 days after the date on which Shares are first sold pursuant to the
Offering and such issuances shall be subject to the terms and conditions set
forth in the Dealer Manager Agreement.

     In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Soliciting Dealer Warrants and the respective rights and
obligations thereunder, the Company and the Warrantholder, for value received,
hereby agree as follows:

1.   FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.

     (A) REGISTRATION. The Soliciting Dealer Warrant(s) shall be registered on
the books of the Company (and upon issuance of certificates evidencing such
Soliciting Dealer Warrants, shall be numbered) when issued.

     (B) FORM OF SOLICITING DEALER WARRANTS. The text and form of the Soliciting
Dealer Warrant and of the Election to Purchase shall be substantially as set
forth in Exhibit "A" and Exhibit "B" respectively, attached hereto and
incorporated herein. The price per Share (the "Warrant Price") and the number of
Shares issuable upon exercise of the Soliciting Dealer Warrants are subject to
adjustment upon the occurrence of certain events, all as hereinafter provided.
The Soliciting Dealer Warrants shall be dated as of the date of signature
thereof by the Company either upon initial issuance or


upon division, exchange, substitution or transfer.

     (C) TRANSFER. The Soliciting Dealer Warrants shall be transferable only on
the books of the Company maintained at its principal office or that of its
designated transfer agent, if designated, upon delivery thereof duly endorsed by
the Warrantholder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall execute and
deliver a new Soliciting Dealer Warrant to the person entitled thereto.
Assignments or transfers shall be made pursuant to the form of Assignment
attached as Exhibit "C" hereto.

     (D) LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANTS. The Soliciting
Dealer Warrants shall not be sold, transferred, assigned, exchanged or
hypothecated by the Warrantholder for a period of one year following the
effective date of the offering of the Company's shares of common stock, except
to: (i) one or more persons, each of whom on the date of transfer is an officer
and director or partner of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder as provided in clause (iv) of this Subsection
(D); (ii) a partnership or partnerships, all of the partners of which are a
Warrantholder and one or more persons, each of whom on the date of transfer is
an officer and director of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder; (iii) broker-dealer firms which have
executed, and are not then in default of, the Soliciting Dealer Agreement
regarding the Offering (the "Selling Group") and one or more persons, each of
whom on the date of transfer is an officer and director or partner of a member
of the Selling Group or an officer and director or partner of a successor to a
member of the Selling Group; (iv) a successor to a Warrantholder or a successor
to a member of the Selling Group through merger or consolidation; (v) a
purchaser of all or substantially all of a Warrantholder's or Selling Group
members' assets; or (vi) by will, pursuant to the laws of descent and
distribution, or by operation of law; provided, however, that any securities
transferred pursuant to clauses (i) through (vi) of this subsection (D) shall
remain subject to the transfer restrictions specified herein for the remainder
of the initially applicable one year time period.  The Soliciting Dealer Warrant
may be divided or combined, upon written request to the Company by the
Warrantholder, into a certificate or certificates representing the right to
purchase the same aggregate number of shares.

     Unless the context indicates otherwise, the term "Warrantholder" shall
include any transferee of the Soliciting Dealer Warrant pursuant to this
Subsection (D), and the term "Warrant" shall include any and all Soliciting
Dealer Warrants outstanding pursuant to this Agreement, including those
evidenced by a certificate or certificates issued upon division, exchange,
substitution or transfer pursuant to this Agreement.

     (E) EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT. Any Soliciting
Dealer Warrant certificate may be exchanged without expense for another
certificate or certificates entitling the Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then
entitled such Warrantholder to purchase. Any Warrantholder desiring to exchange

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