Common use of Emptive Right Clause in Contracts

Emptive Right. 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 Business Days after delivery of the Offer Notice, which Exercise Notice must specify the total Capital Contribution the Public REIT OP wishes to make, up to 40% of the total amount of Capital being contributed (taking into account any concurrent capital contributions being made to the Partnership, US Core Trust, or US Core Properties). If the Public REIT OP delivers an Exercise Notice within such 10 Business Days period, then the Managing General Partner will issue a Capital Call Notice to the Public REIT OP requesting a Capital Contribution in the amount specified in such Exercise Notice, and the Public REIT OP will be obligated to make a Capital Contribution in such amount in response thereto, concurrently with any Capital Call Notices issued to other investors as part of such Capital Call. Concurrently with any Capital Contribution made pursuant to this Agreement, the H▇▇▇▇ REIT OP and the Partnership shall enter into a Subscription Agreement or other suitable document providing for such Capital Contribution and corresponding issuance of Partnership Units, which shall include such representations and warranties by the H▇▇▇▇ REIT OP as are generally included in the form of subscription agreement entered into by other investors in the Partnership. Nothing in this letter agreement shall preclude the Public REIT OP from making a Capital Commitment to the Partnership pursuant to a Subscription Agreement as contemplated by the Partnership Agreement, in which case, in connection with any Capital Call, the Public REIT OP will be entitled to contribute to the Partnership the greater of the amount provided for under this letter agreement and its pro rata share of the total amount of capital being contributed to the Fund based on its Unfunded Commitment under such Subscription Agreement relative to the unfunded commitments of other investors in the Fund.

Emptive Right. For so long as 13.1 Until the Public REIT OP is completion of a Partner Qualified IPO, in the Partnershipevent that the Company proposes to issue equity interest or any other Equity Securities (the “Addition Equity”), the Managing General Partner Company shall give the Public REIT OP prior a written notice (an the “Offer Capital Increase Notice”) of any Capital Call expected to be issued with respect to the FundInvestor which shall include the amount, subscription price, category of shares, the identity of the third party with intent to subscribe the Addition Equity and other information relating to the Addition Equity. The Public REIT OP shall have Each of the right Investors is entitled to subscribe up to its pro rata share (a calculated on an as converted basis) of the Addition Equity on equivalent terms and conditions upon receiving the Capital Increase Notice from the Company (the “Preemptive Pre-emptive Right”). 13.2 The Investors shall reply in writing within thirty (30) to contribute to the Partnership up to 40% days upon receipt of the total capital contributed Capital Increase Notice as to whether to exercise the Fund Pre-emptive Right, and failure to reply in such Capital Call in exchange for Partnership Units at writing within the Current Unit Price at the time of issuance. In order given period shall be deemed a waiver to exercise its Pre-Emptive emptive Right. 13.3 If any Investor with Pre-emptive Right fails or waives to exercise its Pre-emptive Right in full, the Company shall give a written notice to other Investors who exercise the Pre-emptive Right (the “Second Capital Increase Notice”), and such Shareholders with Pre-emptive Rights who exercised in full their Pre-emptive Right is entitled to (the “Oversubscription Right”), but not obligated to, subscribe the unsubscribed part of the Addition Equity (“Remaining Addition Equity”) under equivalent terms and conditions, until all the Addition Equity have been subscribed by the Investors with Pre-emptive Rights. Such other Investors with Pre-emptive Right shall reply in writing as to whether to exercise its Oversubscription Right within ten (10) days upon receiving the Second Capital Increase Notice, and failure to reply in writing shall be deemed as a waiver to exercise its Oversubscription Right. In the event more than one of such other Shareholders with Pre-emptive Right exercised their Oversubscription Right, such other Shareholders with Pre-emptive Right shall consult friendly with each other as to the Remaining Addition Equity to determine the amount each such Shareholder with Pre-emptive Right can subscribe. In the event such Investors fail to reach an agreement, each such Investors is entitled to subscribe such number of Remaining Addition Equity equal to the lesser of (i) the subscription amount included in its written response to the Second Capital Increase Notice and (ii) the product obtained by multiplying the number of the Remaining Addition Equity by a fraction, the numerator of which is the number of equity interest (calculated on an as converted basis) held by such Investor with Pre-emptive Right and the denominator of which is the total number of equity interest (calculated on an as converted basis) held by all the Investors who exercised the Oversubscription Right. 13.4 Where the Addition Equity have not been fully subscribed by the Investors with Pre-emptive Right, the Public REIT OP must deliver a written notice (an “Exercise Notice”) Founding Shareholders is entitled to the Partnership and the Managing General Partner within 10 Business Days after delivery subscribe unsubscribed part of the Offer NoticeAddition Equity, which Exercise or otherwise the third party specified in the Capital Increase Notice must specify is entitled to subscribe the total Capital Contribution the Public REIT OP wishes to make, up to 40% unsubscribed part of the total amount Addition Equity upon expiration of Capital being contributed (taking into account any concurrent capital contributions being made to the Partnership, US Core Trustperiod set forth in Section 13.1, or US Core Properties). If within ninety (90) days after receiving the Public REIT OP delivers an Exercise Notice within such 10 Business Days periodwritten waivers of all Shareholders with Pre-emptive Right, then at the Managing General Partner will issue a Capital Call Notice to the Public REIT OP requesting a Capital Contribution price and on terms and conditions as provided in the amount specified Capital Increase Notice. 13.5 The Pre-emptive Right shall not apply in such Exercise Notice, and the Public REIT OP will be obligated to make a Capital Contribution in such amount in response thereto, concurrently with any Capital Call Notices issued to other investors as part following situations: (1) issuance of such Capital Call. Concurrently with any Capital Contribution made equity interest by the Company pursuant to this Agreementemployee option plan, the H▇▇▇▇ REIT OP and the Partnership shall enter into a Subscription Agreement stock incentive plan or other suitable document providing for such Capital Contribution benefit plan approved by the Shareholders’ Meeting or the Board of Directors; and corresponding (2) in the event the consent provided in Section 10.4 has been obtained (if needed), issuance of Partnership Units, which shall include such representations and warranties securities by the H▇▇▇▇ REIT OP Company as are generally included in the form of subscription agreement entered into by consideration for acquiring or merging with other investors in the Partnership. Nothing in this letter agreement shall preclude the Public REIT OP from making a Capital Commitment to the Partnership pursuant to a Subscription Agreement as contemplated by the Partnership Agreement, in which case, in connection with any Capital Call, the Public REIT OP will be entitled to contribute to the Partnership the greater of the amount provided for under this letter agreement and its pro rata share of the total amount of capital being contributed to the Fund based on its Unfunded Commitment under such Subscription Agreement relative to the unfunded commitments of other investors in the Fundenterprises.