Share Redemption Program




 Exhibit 4.4 
 SHARE REDEMPTION PROGRAM 
 The board of directors of
Wells Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), has adopted a Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms
shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein. 
 1. Share
Redemption. Subject to the terms and conditions of this SRP, including the limitations on redemptions set forth in paragraph 3 and the procedures for redemption set forth in paragraph 4, the Company will redeem such number of shares of the
Company’s Common Stock (“Shares”) as requested by a stockholder or the authorized representative of a stockholder. 
 2. Redemption Price. The price at which the Company will redeem a Share depends on whether the redemption is sought within two years of a stockholder’s death or Qualifying Disability (as
defined in paragraph 6 below). The redemption of a Share that is not sought within two years of a stockholder’s death or Qualifying Disability is referred to as an “Ordinary Redemption.” 
 a. The price that the Company will pay to redeem a Share pursuant to an Ordinary Redemption is as follows: 
 i. Prior to the date on which the Company completes its offering stage, 91.0% of the price paid to acquire the Share from the
Company; 
 ii. On or after the date on which the Company completes its offering stage, 95.0% of (x) the
estimated per share value of the Common Stock, as determined by the Company’s advisor or another firm chosen for that purpose less (y) the aggregate distributions per Share of any net sale proceeds from the sale of one or more of
our assets, or other special distributions so designated by the Board of Directors, distributed to stockholders after the estimated per share value is determined (the “Valuation Adjustment”). 
 b. The price that the Company will pay to redeem a Share within two years of a stockholder’s death or Qualifying
Disability (as defined in paragraph 6 below) is as follows: 
 i. Prior to the date on which the Company
completes its offering stage, the price paid to acquire the Share from the Company. 
 ii. On or after the date
on which the Company completes its offering stage, (x) the estimated per share value of the Common Stock, as determined by the Company’s advisor or another firm chosen for that purpose less (y) the Valuation Adjustment.

 The Company’s offering stage will be complete 18 months after the termination of an offering of Shares by the Company if
no other offering of Shares commenced within such 18-month period. An “offering” referred to in the foregoing sentence (i) shall be a public offering or a private offering if the private offering is to third parties and is deemed
sufficiently robust by the Company’s Board of Directors as to be the basis for establishing a fair market value for the Shares and (ii) shall not include offerings on behalf of selling stockholders or offerings related to any distribution
reinvestment plan, employee benefit plan, or the redemption of interests in Wells Real Estate Investment Trust Operating Partnership III, L.P., the Company’s operating partnership. On or after the date on which the Company completes its
offering stage, the Company will report the redemption price in its annual report and three quarterly reports publicly filed with the Securities and Exchange Commission. 
 3. Limitations on Redemption. Notwithstanding anything contained in this SRP to the contrary, the Company’s obligation to redeem Shares pursuant to paragraph 1 hereof is limited as follows:

  

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 a. Except as set forth in paragraph 5(a) below, the Company will not make an
Ordinary Redemption of a Share until such Share has been issued and outstanding for at least one year, provided that, if the Company is redeeming all of a stockholder’s Shares, then the Company will redeem Shares purchased by such stockholder
pursuant to the Company’s distribution reinvestment plan even if such Shares have not been issued and outstanding for at least one year. 
 b. The Company will not redeem Shares on any Redemption Date (as defined in paragraph 4 below) to the extent that such redemptions would cause the amount paid for Ordinary Redemptions during the 12-month
period ending on such Redemption Date to exceed 50% of the net proceeds from sales of Shares under the Company’s distribution reinvestment plan during such 12-month period. 
 c. The Company will not redeem Shares on any Redemption Date to the extent that such redemptions would cause the aggregate
amount paid for Ordinary Redemptions and for redemptions sought within two years of a stockholder’s Qualifying Disability (as defined in paragraph 5 below) during the 12- month period ending on such Redemption Date to exceed 5% of the
weighted-average number of shares outstanding in such 12-month period. 
 d. The Company will not redeem Shares
on any Redemption Date to the extent that such redemptions would cause the aggregate amount paid for all redemptions during the 12- month period ending on such Redemption Date to exceed 100% of the net proceeds from the Company’s distribution
reinvestment plan during such 12-month period. 
 4. Procedures for Redemption. The Company will redeem Shares on the
last business day of each month (each such date, a “Redemption Date”). For a stockholder’s Shares to be eligible for redemption on a given Redemption Date, the Company must receive a written redemption request from the
stockholder or from an authorized representative of the stockholder setting forth the number of Shares requested to be redeemed at least five business days before the Redemption Date. If the Company cannot repurchase all Shares presented for
redemption in any month because of the limitations on redemption set forth in paragraphs 3(a) and (b), then the Company will honor redemption requests on a pro rata basis, except that (i) if a pro rata redemption would result in a stockholder
owning less than half of the minimum amount required by applicable state law (the “Minimum Purchase Requirement”), then the Company would redeem all of such stockholder’s Shares; and (ii) if a pro rata redemption would
result in a stockholder owning more than half but less than all of the Minimum Purchase Requirement, then the Company would not redeem any Shares that would reduce a stockholder’s ownership of Shares below the Minimum Purchase Requirement.

 If the Company does not completely satisfy a redemption request at month-end because the Company did not receive the request
in time or because of the limitations on redemption set forth in paragraphs 3(a) and (b), then the Company will treat the unsatisfied portion of the redemption request as a request for redemption at the next Redemption Date funds are available for
redemption, unless the redemption request is withdrawn. Any stockholder can withdraw a redemption request by sending written notice to the Company at the address set forth in paragraph 8, provided such notice is received before the Redemption Date.

 5. Special Provisions upon the Death or Qualifying Disability of a Stockholder. Notwithstanding anything herein to the
contrary, the Company will treat redemption requests sought within two years of a stockholder’s death or Qualifying Disability differently than Ordinary Redemptions, as follows: 
 a. There is no requirement that Shares be issued and outstanding for at least one year before being redeemed; 
 b. The special redemption pricing terms set forth in Paragraph 2.b. will apply. 
 Except as specifically set forth in this paragraph 5, redemptions upon the death or Qualifying Disability of a stockholder are subject to
the same limitations and terms and conditions as other redemptions, including the limitations on redemptions set forth in paragraph 3 and the redemption request procedures set forth in paragraph 4. A stockholder that is a trust may only redeem on
the terms available in connection with the death or Qualifying

  

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Disability of a stockholder if the deceased or disabled was the sole beneficiary of the trust or if the only other beneficiary of the trust was the spouse of the deceased or disabled. 

6. Qualifying Disability Determinations. In order for a stockholder’s disability to entitle such stockholder to the special
redemption terms described in paragraph 5 (a “Qualifying Disability”), (1) the stockholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the
stockholder acquired the Shares to be redeemed, and (2) such determination of disability must be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the
“Applicable Government Agency”). The Applicable Government Agencies are limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability
benefits, then the Applicable Governmental Agency is the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration;
(ii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service
Retirement System (“CSRS”), then the Applicable Governmental Agency is the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of
Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from
military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the Applicable Governmental Agency is the Department of Veterans Affairs or the agency charged with
the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs. 
 A disability determination by a governmental agency for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with
Disabilities Act, or waiver of insurance premiums will not be considered a Qualifying Disability. Redemption requests following an award by the Applicable Governmental Agency of disability benefits must be accompanied by: (1) the
investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of
disability-related discharge or such other documentation issued by the Applicable Governmental Agency that the Company deems acceptable and that demonstrates an award of the disability benefits. 
 Because the following disabilities do not entitle a worker to Social Security disability benefits, they will not be considered Qualifying
Disabilities, except in the limited circumstances when the investor is awarded disability benefits by the other Applicable Governmental Agencies described above: 
 a. disabilities occurring after the legal retirement age; 
 b. temporary disabilities; and 
 c. disabilities that do not render a worker incapable of performing substantial gainful activity. 
 7. Termination, Suspension or Amendment of the SRP by the Company. The Company may amend, suspend or terminate the SRP for any reason upon 30 days’ notice to the Company’s stockholders.
The Company is not restricted in the manner in which it may notify stockholders of an amendment, suspension or termination of the SRP. 
 The SRP provides stockholders a limited ability to redeem Shares for cash until a secondary market develops for the Shares. If and when such a secondary market develops, the SRP will terminate automatically. 
 8. Address for Notice of Redemption Requests. Stockholders who desire to redeem their shares must provide written notice to
Wells Investment Securities, at 6200 The Corners Parkway, Suite 250, Norcross, GA 30092, ATTN: Investor Services. 
  

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 9. Liability of the Company. The Company shall not be liable for any act done in good
faith or for any good faith omission to act. 
 10. Governing Law. The SRP shall be governed by the laws of the State of
Maryland. 
  

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