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Hines-Sumisei U.S. Core Office Fund,
L.P.
Hines U.S. Core Office Capital LLC
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056
Hines REIT
Properties, L.P.
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056
Re: Preemptive
Rights of Hines REIT Properties, L.P.
The purpose of
this letter agreement is to document the rights of Hines REIT
Properties, L.P. (the “ Public REIT OP ”), a
Delaware limited partnership, to participate in future offerings of
Hines-Sumisei U.S. Core Office Fund, L.P. (the “
Partnership ”), a Delaware limited partnership.
Capitalized terms used and not otherwise defined herein have the
meanings given to them in the Sixth Amended and Restated Agreement
of Limited Partnership, dated May 9, 2005, of the Partnership
(such agreement, as amended from time to time, the “
Partnership Agreement ”). This letter agreement
supersedes the “Preemptive Rights” section of the
letter agreement, dated June 3, 2004, among the parties hereto
and certain other parties.
For good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
For so long as the
Public REIT OP is a Partner in the Partnership, the Managing
General Partner shall give the Public REIT OP prior written notice
(an “ Offer Notice ”) of any Capital Call
expected to be issued with respect to the Fund. The Public REIT OP
shall have the right (a “ Preemptive Right ”) to
contribute to the Partnership up to 40% of the total capital
contributed to the Fund in such Capital Call in exchange for
Partnership Units at the Current Unit Price at the time of
issuance. In order to exercise its Pre-Emptive Right, the Public
REIT OP must deliver a written notice (an “ Exercise
Notice ”) to the Partnership and the Managing General
Partner within 10
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