exv10w53



 






Exhibit 10.53




HINES-SUMISEI U.S. CORE OFFICE FUND, L.P.




SUBSCRIPTION AGREEMENT




     This subscription agreement (this “Subscription Agreement”) is entered by and between
Hines REIT Properties, L.P. (the “Investor”), a Delaware limited partnership and the
non-managing general partner of Hines-Sumisei U.S. Core Office Fund, L.P. (the
“Partnership”), a Delaware limited partnership, and the Partnership, and provides for the
purchase of units of general partner interest by the Investor from the Partnership in accordance
with the terms hereof and of the Sixth Amended and Restated Agreement of Limited Partnership, dated
as of May 9, 2005, of the Partnership (as may hereafter be amended, restated and/or supplemented,
the “Partnership Agreement”), as supplemented by that certain letter agreement, dated
November 9, 2005, among the Partnership, Hines U.S. Core Office Capital LLC (the “Managing
General Partner”) and the Investor (the “Letter Agreement”). Capitalized terms used
herein without definition have the meanings given to them in the Partnership Agreement.



     1. Subscription. The Investor hereby agrees to contribute the amount set forth
opposite its name on its signature page to this Subscription Agreement (to the extent accepted by
the Managing General Partner, the Investor’s “Capital Commitment”) to the Partnership in
exchange for Units of general partner interest in the Partnership (the “Subscribed
Interest”). The Investor shall fund its Capital Commitment in one or more installments
pursuant to Capital Calls issued by the Managing General Partner in accordance with the terms of
the Partnership Agreement, as supplemented by the Letter Agreement. Pursuant to the Letter
Agreement, the Managing General Partner must deliver an Offer Notice (as defined in the Letter
Agreement) to the Investor prior to the issuance of any Capital Call, whereupon the Investor will
have the right to contribute up to 40% of the total capital to be contributed to the Fund in such
Capital Call (the “Preemptive Right”). With respect to any Capital Call, the Investor
shall be obligated to contribute the greater of (i) the amount
determined by the Managing General Partner in accordance with the
terms of the Partnership Agreement or (ii) the amount specified in the Exercise
Notice (as defined in, and subject to the terms and conditions of, the Letter Agreement) delivered
by the Investor to the Partnership and Managing General Partner in connection with such Capital
Call. For the avoidance of doubt, any Capital Contribution made by the Investor after the date
hereof, including any Capital Contribution made pursuant to the Preemptive Right, shall reduce the
Investor’s Unfunded Commitment under this Subscription Agreement by the amount of such Capital
Contribution. In exchange for each Capital Contribution made by the Investor pursuant to this
Subscription Agreement (including upon exercise of the Preemptive Right), the Partnership shall
issue Partnership Units to the Investor at a price per Partnership Unit determined in accordance
with Section 3.7(a)(ii) of the Partnership Agreement.



     2. Obligations under the Partnership Agreement. The Investor has been admitted to the
Partnership as the Non-Managing General Partner and hereby affirms and acknowledges its agreement
with each and every term of the Partnership Agreement, and its agreement to be bound by all of the
terms and provisions thereof, including without limitation, any amendments or other modifications
made to the Partnership Agreement in accordance with the terms thereof. The Investor agrees to
perform all of the obligations imposed on the Non-Managing General Partner under the Partnership
Agreement, including without limitation the obligation to fund its Capital Commitment pursuant to
the terms thereof.



 









 





     3. Representations and Warranties of the Investor. The Subscribed Interest
constitutes a general partner interest under applicable law and is not intended to constitute a
“security” under the federal securities laws. Notwithstanding the foregoing, the Investor agrees
to provide the following representations and warranties to the Partnership and the Managing General
Partner as such representations and warranties are customarily received by the Partnership and the
Managing General Partner from all partners making capital commitments to the Partnership.
Therefore, the Investor represents and warrants to the Partnership and the Managing General Partner
as follows:



          (a) Authorization of Purchase, etc. The Investor has been duly formed and is validly
existing in good standing in the State of Delaware. The Investor has full capacity, power and
authority to execute, deliver and perform its obligations under this Subscription Agreement and the
Partnership Agreement and to subscribe for and purchase the Subscribed Interest. The Investor’s
purchase of the Subscribed Interest and its execution, delivery and performance of this
Subscription Agreement and the Partnership Agreement have been authorized by all necessary action
on the Investor’s behalf, and this Subscription Agreement and the Partnership Agreement are the
Investor’s legal, valid and binding obligations, enforceable against it in accordance with their
respective terms, and such execution, delivery and performance does not materially conflict with or
constitute a default under, any instruments governing the Investor, any law, regulation or order
applicable to the Investor, or any agreement to which the Investor is a party or by which it may be
bound. Each person executing this Subscription Agreement on behalf of the Investor has
specifically confirmed the above in connection with the making of this investment and has actual
authority to execute and deliver this Subscription Agreement on the Investor’s behalf. There is no litigation, investigation or other proceeding
pending or, to the Investor’s knowledge, threatened, against the Investor which, if adversely
determined, would materially adversely affect its ability to perform its obligations under this
Subscription Agreement or the Partnership Agreement.




          (b) Access to Information. The Investor has received, carefully read and understood
the Partnership Agreement and the Private Placement Memorandum, dated June 2005, of the
Partnership, as supplemented by the October 2005 Supplement to Private Placement Memorandum
(collectively, the “Memorandum”), outlining, among other things, the organization and
investment objectives and policies of and the risks and expenses of an investment in, the
Partnership. The Investor acknowledges that it is not subscribing for an interest in the
Partnership as a result of or subsequent to (i) any advertisement, article, notice or other
communications published in any newspaper, magazine or similar media or broadcast over television
or radio, (ii) any seminar or meeting whose attendees, including the Investor, were invited as a
result of, subsequent to or pursuant to any of the foregoing, or (iii) any solicitation by a Person
not previously known to the Investor in connection with investments generally.




     The Investor, in its capacity as Non-Managing General Partner, has had access to all of the
material agreements entered into by the Partnership and the other Fund Entities, and has been
provided an opportunity to obtain any additional information concerning the offering, the
Partnership and the other Fund Entities to the extent the Partnership or the Managing General



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Partner possesses such information or can acquire it without unreasonable effort or expense
and has been given the opportunity to ask questions of, and receive answers from, the Managing
General Partner concerning the terms and conditions of the offering and other matters pertaining to
this investment. To the full satisfaction of the Investor, the Investor has been furnished any
materials the Investor has requested relating to the Partnership, the other Fund Entities, the
offering or any statement made in the Memorandum, and the Investor has been afforded the
opportunity to ask questions of representatives of the Partnership concerning the terms and
conditions of the offering and to obtain any additional information necessary to verify the
accuracy of any representations or information in the Memorandum.



     Other than as set forth in the Memorandum, the Partnership Agreement, the Letter Agreement and
any separate agreement in writing with the Partnership executed in conjunction with the Investor’s
subscription for the Subscribed Interest, the Investor is not relying upon any information
(including, without limitation, any advertisement, article, notice or other communication published
in any newspaper, magazine or similar media or broadcast over television or radio, and any seminars
or meetings whose attendees have been invited by any general solicitation or advertising),
representation or warranty by the Partnership, the Managing General Partner, or any Affiliate
thereof or any agent of the foregoing, written or otherwise, in determining to invest in the
Partnership. The Investor has consulted to the extent deemed appropriate by the Investor with the
Investor’s own advisers as to the financial, tax, legal and related matters concerning an
investment in the Subscribed Interest and on that basis believes that an investment in the
Subscribed Interest is suitable and appropriate for the Investor.



     The Investor acknowledges that any estimates, projections and other forward-looking statements
as to the future performance or results of operations of the Partnership (or of any other fund or
Entity sponsored by or affiliated with an Affiliate of the Managing General Partner) were provided
to assist the Investor in the evaluation of the Partnership and in connection with its having
access to such information in its capacity as Non-Managing General Partner, but have not been
considered by the Investor as facts, and the Investor is not relying upon such estimates,
projections or forward-looking statements as accurate representations of future performance or
results of operations. The Investor acknowledges that any such estimates, projections or
forward-looking statements are based on estimates and assumptions with respect to future facts,
events or conditions and are subject to significant economic and other uncertainties beyond the
control of the Managing General Partner or the Partnership or any of their respective partners,
officers, employees, agents or Affiliates, and there can be no assurance that the projected results
will be realized or that actual results will not be materially different from those projected in
the Memorandum. The Investor acknowledges that any projections in the Memorandum were not prepared
with a view to public disclosure or compliance with published guidelines of the U.S. Securities and
Exchange Commission or the guidelines established by the American Institute of Certified Public
Accountants regarding projections.



     Statements in the Memorandum are made as of the date thereof (or, in the case of any
supplement thereto, the date of such supplement), and under no circumstances shall the information
therein be assumed to be correct as of any time subsequent to such date.



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          (c) No Reproduction or Distribution. The Investor has not reproduced, duplicated or
delivered the Memorandum or this Subscription Agreement to any other Person, except its
professional advisers or as permitted by the Managing General Partner.




          (d) Limited History, etc. The Investor understands that: (i) the Partnership has a
limited financial and operating history; (ii) no regulatory agency or authority (including any
securities regulatory agency or authority or securities exchange) has reviewed the Memorandum or
the private placement of any Partnership Units or has made any finding or determination as to the
fairness of the business terms of an investment in the Partnership; and (iii) the representations,
warranties, agreements, undertakings and acknowledgments made by the Investor in this Subscription
Agreement have been relied upon by the Partnership and the Managing General Partner in determining
the Investor’s suitability as a purchaser of the Subscribed Interest and the Partnership’s
compliance with federal and state securities laws and shall survive the execution and delivery of
this Subscription Agreement and the issuance of the Subscribed Interest.




          (e) Evaluation of and Ability to Bear Risks. The Investor has such knowledge and
experience in financial affairs that it is capable of evaluating the merits and risks of purchasing
the Subscribed Interest and of making an informed investment decision regarding the purchase of the
Subscribed Interest, and it has not relied in connection with this investment upon any
representations, warranties or agreements other than those set forth in this Subscription
Agreement, the Memorandum and the Partnership Agreement. The Investor has retained, at its own
expense, and relied upon, appropriate professional advice regarding the investment, tax and legal
merits and consequences of investing in the Subscribed Interest and the Partnership. The
Investor’s financial situation is such that it can afford to bear the economic risk of holding the
Subscribed Interest for an indefinite period of time. The Investor has
considered the illiquid nature of an investment in the Partnership within the context of its total
portfolio and understands and can bear the various risks of an investment in the Partnership. The
Investor’s investment in the Partnership is consistent with its investment purposes, objectives and
cash flow requirements and will not adversely affect its overall need for diversification and
liquidity.




          (f) Accredited Investor. The Investor is an “accredited investor” (as defined in
Regulation D under the Securities Act).




          (g) Qualified Purchaser. The Investor is a “qualified purchaser” (as defined in the
Investment Company Act).




          (h) Purchase for Investment. The Investor is acquiring the Subscribed Interest solely
for its own account (except as provided in Section 9 of this Subscription Agreement, if
applicable), for investment purposes, and not with a view to, or for resale in connection with, any
subdivision, fractionalization, resale or distribution of the Subscribed Interest. The Investor
has not offered or sold, nor has it entered into any contract, undertaking, agreement or
arrangement with any person or entity to sell, transfer or pledge to such person or anyone else,
all or any portion of the Subscribed Interest and has no current intention of dividing any of the
Subscribed Interest with others or of reselling or otherwise disposing of all or any




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portion of the Subscribed Interest either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or
circumstance.




          (i) Limitations on Transfer. The Investor does not anticipate a need, either now or
in the foreseeable future, to sell the Subscribed Interest for which it is subscribing. The
Investor understands that it must bear the economic risk of an investment in the Subscribed
Interest for an indefinite period of time. The Investor also understands that there are
substantial restrictions on the transferability of the Subscribed Interest, and that the Subscribed
Interest may not be sold, exchanged, assigned, or transferred unless all of the applicable
conditions set forth in Article X of the Partnership Agreement are satisfied or waived.
Additionally, the Investor acknowledges and agrees that each Unit of general partner interest
issued to it as part of the Subscribed Interest shall be converted into a Unit of limited partner
interest at the time such Unit is transferred by the Investor to any Person other than the Managing
General Partner.




          (j) Investment Company Act; Beneficial Ownership, etc. The Investor understands that
the Partnership will not register as an investment company under the Investment Company Act, nor
will it make a public offering of its securities within the United States. The Investor
understands that the Partnership will comply with either Section 3(c)(7) of the Investment Company
Act, which exempts from the definition of investment company, issuers whose securities are held
exclusively by Persons that are “qualified purchasers” under the Investment Company Act, or Section
3(c)(1) of the Investment Company Act, which excludes issuers whose securities are beneficially
owned by not more than one hundred (100) Persons. The Investor will be counted as not more than
one beneficial owner of the securities of the Partnership for purposes of Section 3(c)(1) of the
Investment Company Act. The Investor’s stockholders, partners, members or other beneficial owners
do not have and will not have individual discretion as to their participation in particular
investments made by the Partnership and it is not a participant-directed defined contribution plan.
The Investor understands and agrees that the representations and warranties set forth in this
Section 3(j) shall be deemed repeated and reaffirmed by it as of each date that it is required to
make a Capital Contribution to the Partnership pursuant to the terms of the Partnership Agreement
and if, at any time during the term of the Partnership, the representations and warranties set
forth in Section 3(f), (g) or (j) shall cease to be true, it shall promptly notify the Managing
General Partner. The Investor consents to, and has taken all necessary action in order to consent
to, the Partnership being a “qualified purchaser” under the Investment Company Act in connection
with its investment activity.




          (k) ERISA. The Investor is not subject to ERISA or Section 4975(e)(1) of the Code.




     The Investor shall promptly notify the Managing General Partner if the representations in this
Section 3(k) cease to be true or the Investor anticipates that they will cease to be true with
respect to the Investor. The Investor acknowledges that the Managing General Partner will rely on
the representations provided under this Section 3(k) in determining whether the Partnership and any
entity in which the Partnership invests satisfies the so-called 25 percent test under the Plan
Assets Regulation.



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          (l) Governmental Consents. No consent, approval, authorization, license or order of,
registration or filing with or notice to, any governmental agency is necessary to be obtained, made
or given (except as has been obtained, made or given) by the Investor in connection with the
execution, delivery and performance by it of this Subscription Agreement or the Partnership
Agreement or the consummation by it of the transactions contemplated thereby.




     4. Covenants and Agreements.



          (a) Indemnification. To the extent permitted by applicable law, the Investor agrees
to indemnify and hold harmless the Partnership, the Managing General Partner, each of their
Affiliates, and the respective directors, officers, managers, general partners, trustees, agents
and employees of each such Person, and each other Person, if any, who controls, is controlled by or
is under common control with, any of the foregoing, within the meaning of Section 15 of the
Securities Act, against any and all loss, liability, claim, damage and expense whatsoever
(including all expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) arising out of or based upon (i) any inaccurate representation or warranty made
by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made
by the Investor, in this Subscription Agreement or in any other document furnished by the Investor
to any of the foregoing in connection with this transaction or (ii) any unsuccessful action for
securities law violations instituted by the Investor. The Investor shall be liable for any legal
fees and expenses incurred by any of the foregoing Persons in connection with any claim or action
as to which such Person is entitled to indemnification from the Investor under this Section 4(a).




          (b) Additional Information. The Investor agrees to furnish any additional information
reasonably requested by the Managing General Partner to assure compliance with applicable federal
and state securities laws in connection with the purchase and sale of Partnership Units.




          (c) Confidentiality. The Investor agrees not to (i) distribute the Memorandum, the
Partnership Agreement or this Subscription Agreement (collectively, the “Subscription
Documents”), or any other non-public information provided to the Investor by the Partnership,
the Managing General Partner or any Affiliate or representative thereof, to any Person other than
those employees, counsel, agents and other representatives retained to advise the Investor, except
as may be required by law or governmental order (including legal process or regulatory
requirements), (ii) allow any person other than those employees, counsel, agents and other
representatives retained to advise the Investor to review any such information, or (iii) divulge,
communicate or disclose any such information, except as may be required by law or governmental
order (including legal process or regulatory requirements) or for the performance by the Investor
of its obligations under this Subscription Agreement, to any person other than the employees,
counsel, agents or advisors referred to above, or to use such information for any purpose unrelated
to its investment in the Partnership. For the avoidance of doubt, disclosure of information
relating to this Subscription Agreement or the Partnership, including any assets or material
agreements of the Partnership or any other Fund Entity, made by or on behalf of Hines Real Estate
Investment Trust, Inc. (“HREIT”) or the Investor in order to comply with HREIT’s or any of
its Affiliates obligations under the Securities Act, the Securities Exchange Act of 1934,




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as amended, or the rules and regulations of the U.S. Securities and Exchange Commission shall not be a breach of this Section 4(c).




          (d) Transfer Restrictions. The Investor agrees not to sell, transfer, assign or
otherwise dispose of its Subscribed Interest except in compliance with the applicable provisions of
Article X of the Partnership Agreement and any relevant laws, regulations or other requirements
applicable to the sale, transfer, assignment or other disposition of Subscribed Interest by the
Investor.




          (e) Commercial Acts. The Investor acknowledges and agrees that the making and
performance of its obligations under this Subscription Agreement and the Partnership Agreement
constitute private and commercial acts that are not subject to governmental immunity in connection
with the enforcement of any contractual claim.




     5. Amendments and Waivers. This Subscription Agreement may be amended and the
observance of any provision hereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the Investor and the
Managing General Partner (on behalf of the Partnership).



     6. Survival of Representations and Warranties. All representations, warranties and
covenants contained herein or made in writing by the Investor or by or on behalf of the Partnership
or the Managing General Partner in connection with the transactions contemplated by this
Subscription Agreement shall survive (i) the acceptance of the Subscription Agreement by the
Managing General Partner on behalf of the Partnership, (ii) the issuance of the Subscribed
Interest, and (iii) the withdrawal, dissolution, liquidation or bankruptcy of the Investor.



     7. Successors and Assigns. This Subscription Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and assigns of the parties
hereto, provided that the Investor may not assign this Subscription Agreement without the consent
of the Managing General Partner.



     8. General Certification. All information which the Investor has provided to the
Partnership or the Managing General Partner or any of their Affiliates or representatives
concerning the Investor, its status, financial position and knowledge and experience of financial,
tax, and business matters or, in the case of an the Investor that is an entity, the knowledge and
experience of financial, tax and business matters of the person making the investment decision on
behalf of such entity, is correct and complete as of the date of the Investor’s execution and
delivery of this Subscription Agreement.



     The Investor represents that all the information, financial or otherwise, which it has
furnished to the Partnership or the Managing General Partner or any of their Affiliates or
representatives in connection with this subscription, including the information set forth herein
and all representations, warranties and agreements contained herein, is correct and complete as of
the date of this Subscription Agreement and, if there should be any material change in such
information, the Investor shall immediately notify the Partnership and the Managing General Partner
and shall furnish such revised or corrected information to the Managing General Partner.



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     The Investor agrees that the representations, warranties and agreements contained in this
Subscription Agreement, and all other information regarding the Investor set forth herein, may be
used as a defense in any action relating to the Partnership or the offering of Partnership Units,
and that it is only on the basis of such representations, warranties, agreements and other
information that the Managing General Partner, acting on behalf of the Partnership is willing to
accept the Investor’s subscription for the Subscribed Interest.



     9. Trustee, Agent, Representative or Nominee. If the Investor is acting as trustee,
agent, representative or nominee for another Person (a “Beneficial Owner”), it understands
and acknowledges that the representations, warranties and agreements made herein are made by it (A)
with respect to the Investor and (B) with respect to the Beneficial Owner. The Investor further
represents and warrants that it has all requisite power and authority from said Beneficial Owner to
execute and perform the obligations of the Investor under this Subscription Agreement and the
Partnership Agreement. To the extent permitted by applicable law, the Investor also agrees to
indemnify the Partnership, the Managing General Partner and their officers, agents and Affiliates
for any and all costs, fees and expenses (including legal fees and disbursements) in connection
with any damages resulting from the Investor’s misrepresentation or misstatement contained herein
or the assertion of its lack of proper authorization from the Beneficial Owner to enter into this
Subscription Agreement or perform the obligations of the Investor hereunder or under the
Partnership Agreement.



     10. USA PATRIOT Act Matters. The Investor hereby acknowledges that the Partnership
seeks to comply with all applicable laws in all applicable jurisdictions concerning money
laundering and related activities. In furtherance of those efforts (but without limitation to the
generality of the foregoing), the Investor hereby represents, warrants and agrees that:



          (a) to the best of the Investor’s knowledge based upon appropriate diligence and
investigation, none of the cash or property that the Investor has paid, will pay or will contribute
to the Partnership has been or shall be derived from or related to, any illegal activities,
including without limitation, activities in violation of Part 12 of the Anti-Terrorism, Crime and
Security Act of 2001 or the Foreign Corrupt Practices Act of 1977;




          (b) neither the Investor nor any of its beneficial owners, appears on the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control of the U.S. Department
of the Treasury, nor are they otherwise a party with which the Partnership is prohibited to deal
under the laws of the United States;




          (c) the
monies used to fund the investment in the Subscribed Interest are
not, and shall not be, derived from, invested for
the benefit of, or related in any way to, the governments of, or persons within, (i) any country
under a U.S. embargo enforced by the U.S. Treasury Department’s Office of Foreign Assets Control,
(ii) that has been designated as a “non-cooperative country or territory” by the Financial Action
Task Force on Money Laundering or (iii) that has been designated by the U.S. Secretary of the
Treasury as a “primary money laundering concern”;




          (d) the Investor (i) has conducted thorough due diligence with respect to all of its
beneficial owners who are affiliates of the Investor and has used
commercially reasonable efforts to conduct thorough due diligence
with respect to its other beneficial owners (each of whom directly or
indirectly holds interests in the Investor’s publicly-held general
partner), (ii) has established the identities of




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each
beneficial owner who is an Affiliate of the Investor and the source
of such beneficial owner's funds, and has used commercially reasonable
efforts to establish the identities of all other beneficial owners
(each of whom directly or indirectly holds interests in the
Investor's publicly-held general partner) and the
source of each such beneficial owner’s funds, and (iii) will retain evidence of any such
identities, any such source of funds and any such due diligence;




          (e) to the best of the Investor’s knowledge based upon appropriate diligence and
investigation, no contribution or payment by the Investor to the Partnership, to the extent that
they are within the Investor’s control, shall cause the Partnership or the Managing General Partner
to be in violation of the United States Bank Secrecy Act, the United States Money Laundering
Control Act of 1986 or the United States International Money Laundering Abatement and
Anti-Terrorist Financing Act of 2001 or of any regulations issued by the U.S. Treasury Department’s
Office of Foreign Assets Controls;




          (f) the Investor shall promptly notify the Managing General Partner if any of these
representations cease to be true and accurate regarding the Investor;




          (g) if at any time it is discovered that any of the foregoing representations are incorrect
or, if otherwise required by applicable law or regulation related to money laundering and similar
activities, the Managing General Partner may undertake appropriate actions to ensure compliance
with applicable law or regulation, including, but not limited to segregation and/or redemption of
all or part of any Partnership Units held by the Investor; and




          (h) the Partnership or the Managing General Partner may release confidential information about
the Investor and, if applicable, any beneficial owners of the Investor, to the proper authorities
if the Managing General Partner, in its sole discretion, determines that such disclosure is
necessary or advisable in light of the relevant rules and regulations under the laws set forth in
clauses (b) through (e) of this Section 10.




     11. Other United States Regulatory Issues. Neither the Investor, nor any Person
having a direct or indirect beneficial interest in the Partnership Units to be acquired by the
Investor, appears on the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control of the United States Department of the Treasury or in Annex I to the United
States Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit or Support Terrorism.



     12. Power of Attorney. The Investor constitutes and appoints the Managing General
Partner or any of its officers (and any substitute or successor general partner of the Partnership
or any officer thereof or of the Partnership) with full power of substitution, each acting
individually, as the true and lawful representative of the Investor and attorney-in-fact, in the
Investor’s name, place and stead, without limitation, to perform all of the actions described in
Section 13.2 of the Partnership Agreement and:



          (a) to receive and pay over to the Partnership on behalf of the Investor, as and to the extent
set forth in the Partnership Agreement, all funds received hereunder;




          (b) to complete or correct, on behalf of, and at the direction of, the Investor, all documents
to be executed by the Investor in connection with the Investor’s subscription for the Subscribed
Interest, including, without limitation, filling in or amending amounts, dates and other pertinent
information;




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          (c) to execute and sign, on behalf of the Investor, the Partnership Agreement (including the
power of attorney included therein); and




          (d) to make, execute, sign, acknowledge, swear to and file: (i) any and all instruments,
certificates and other documents which may be deemed necessary or desirable to effect the
winding-up and termination of the Partnership (including, but not limited to, the filing of a
certificate of cancellation); (ii) any business certificate, fictitious name certificate, amendment
thereto or other instrument, agreement or document of any kind necessary or desirable to accomplish
the business, purpose and objectives of the Partnership or required by any applicable law; (iii)
any counterparts of the Partnership Agreement to be entered into pursuant to any agreement to which
the Investor is a party; (iv) any duly adopted amendment to and/or restatement of the Partnership
Agreement; and (v) all other filings with agencies of the government of the United State, any state
or local government or of any other jurisdiction, which the Managing General Partner considers
necessary or desirable to carry out the purposes of the Partnership Agreement and the business of
the Partnership.




     The power of attorney hereby granted by the Investor is irrevocable and shall be deemed to be
granted by way of security for the performance of the Investor’s obligations hereunder and under
the Partnership Agreement and is coupled with an interest and shall survive, and shall not be
affected by, the subsequent death, incapacity, termination, bankruptcy, insolvency or dissolution
of the Investor or the delivery by the Investor of an assignment of the whole or any portion of any
Partnership Units held by the Investor. In the event such power of attorney is inoperative with
respect to the Investor for any reason, the Managing General Partner reserves the right to cause
the redemption of any Partnership Units held by the Investor at its sole discretion.



     13. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given to any party when delivered by hand, when
delivered by telecopier or telex and confirmed or, when mailed, first-class postage pre-paid, (a)
if to the Investor, to it at the address or telecopy number set forth on its signature page hereto,
or to such other address or telecopy number as it shall have furnished to the Partnership or the
Managing General Partner in writing, and (b) if to the Partnership or the Managing General Partner,
to it at the address set forth in Schedule 2.1 of the Partnership Agreement, or to such other
address or addresses or telecopy number or numbers, as the Partnership or the Managing General
Partner shall have furnished to the Investor in writing.



     14. Submission to Jurisdiction; Consent to Venue.



          (a) The Investor hereby irrevocably submits to the non-exclusive jurisdiction of the state
courts of the State of Delaware and of the State of New York sitting in the borough of Manhattan,
The City of New York, and the federal courts of competent jurisdiction sitting in the State of
Delaware and in the Southern District of New York in the borough of Manhattan, The City of New
York, in any suit, action or proceeding arising out of or relating to this Subscription Agreement
or any other Subscription Document or in any action to enforce this Subscription Agreement or any
other Subscription Document. So far as is permitted under applicable law, this consent to personal
jurisdiction shall be self operative and no further instrument or action, other than service of
process in one of the manners specified in




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Section 14(c) below or as otherwise permitted by law, shall be necessary in order to confer
jurisdiction upon the person of the Investor in any such court.




          (b) Provided that service of process is effected upon the Investor in one of the manners
hereafter specified or as otherwise permitted by law, the Investor irrevocably waives, to the
fullest extent permitted by law, and agrees not to assert, by way of motion, as a defense or
otherwise (i) any objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any court which is mentioned in Section 14(a) of this
Subscription Agreement or (ii) any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. Provided that service of process is effected upon
the Investor in one of the manners specified in Section 14(c) of this Subscription Agreement or as
otherwise permitted by law, the Investor agrees that any final judgment from which the Investor has
not appealed and may not appeal or further appeal in any such suit, action or proceeding brought in
such a court shall be conclusive and binding upon the Investor and may, so far as is permitted
under the applicable law, be enforced in any domestic or foreign courts with jurisdiction over the
Investor.




          (c) The Investor hereby consents to process being served in any suit, action or proceeding
relating to this Subscription Agreement either by (i) the mailing of a copy thereof by registered
or certified mail, postage prepaid, return receipt requested, to the Investor at the address set
forth on its signature page hereto or (ii) personal delivery of a copy thereof to the Investor on a
Business Day at the address set forth on the signature page hereto.




          (d) The Investor shall execute and deliver to the Partnership all such further instruments as
may be necessary to make effective any provision of this Section 14.




     Nothing in this Section 14 shall affect the right of the Partnership to serve process in any
manner permitted by law or limit the right of Partnership pursuant to applicable law to bring
proceedings against the Investor in the courts of any jurisdiction.



     15. Obligations Irrevocable. The obligations of the Investor to acquire and of the
Partnership to issue all of the Subscribed Interest, in accordance with the terms and subject to
the conditions set forth in this Subscription Agreement, the Partnership Agreement and the Letter
Agreement, are irrevocable, except with the consent of the Investor and the Managing General
Partner.



     16. Entire Agreement. This Subscription Agreement, the Partnership Agreement and the
Letter Agreement contain the entire agreement of the parties with respect to the subject matter
hereof and there are no representations, covenants or other agreements except as stated or referred
to herein and therein.



     17. Distributions. Distributions to the Investor in respect of its Partnership
Interests shall be made to the account(s) specified on the its signature page hereto or as
otherwise specified in writing by the Investor to the Managing General Partner.



     18. Severability. If any provision of this Subscription Agreement is invalid or
unenforceable under any applicable law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to such applicable



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law. Any provision hereof which may be held invalid or unenforceable under any applicable law
shall not affect the validity or enforceability of any other provisions hereof, and to this extent,
the provisions hereof shall be severable.



     19. Counterparts. This Subscription Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute a single instrument.



[Signature pages follow.]




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Signature Page

to

Subscription Agreement

for

Hines-Sumisei U.S. Core Office Fund, L.P.




INVESTOR INFORMATION AND SIGNATURES:




	 	 	 
	Dollar amount subscribed for
(“Subscription Amount”):

	 	$100,000,000 
	 
	 	 
	Exact legal name of investor:

	 	Hines REIT Properties, L.P.
	 
	 	 
	Social Security Number or taxpayer

identification number:
	 	20-0200127 





IN WITNESS
WHEREOF, the undersigned has executed the Subscription Agreement this 14th day of
November, 2005.




	 	 	 	 	 	 	 
	HINES REIT PROPERTIES, L.P.	 	 
	 
	 	 	 	 	 	 
	By:	 	Hines Real Estate Investment Trust, Inc.,	 	 
	 	 	a Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: 	 	 	 	 
	 	 	 	 	Name: 	 	 
	 	 	 	 	Title: 	 	 





By signing above, you agree that you have accepted the terms of the Sixth Amended and Restated
Agreement of Limited Partnership of Hines-Sumisei U.S. Core Office Fund, L.P., as well as of the
Subscription Agreement, and that your signature, although delivered by facsimile or electronic
means, is effective upon transmission, may be relied on by Hines-Sumisei U.S. Core Office Fund,
L.P. and the Managing General Partner and has the same effect as delivery of a manually executed
original signature.




 









 





ACCEPTANCE BY THE MANAGING GENERAL PARTNER:



The foregoing subscription is hereby accepted on behalf of Hines-Sumisei U.S. Core Office Fund,
L.P. in the amount and on the date indicated below.




	 	 	 	 	 	 	 	 	 
	HINES US CORE OFFICE CAPITAL LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Hines Interests Limited Partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines Holdings, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	                                                       
	 

	 	 	 	By:	 	/s/ Frank R. Apollo	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Frank R. Apollo	 	 
	 

	 	 	 	 	 	Title:   Vice President	 	 
	                                                        






	 	 	 
	                                                       
	Effective date of acceptance of subscription:

	 	November 14, 2005
	                                                       
	 
	 	 
	Dollar amount of subscription accepted by the Managing
General Partner (such amount, the investor’s “Capital
Commitment”):

	 	$100,000,000