EXHIBIT 10.9
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SUBSCRIPTION AGREEMENT
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Xxxxx Real Estate Investment Trust, Inc.
Xxxxx REIT Operating Partnership, L.P.
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxx X. Apollo
Ladies and Gentlemen:
Subscription. Xxxxx Real Estate Holdings Limited Partnership ("Xxxxx"),
a Texas limited partnership, subject only to the condition that the minimum
offering (the "Minimum Offering") as described in the final prospectus of Xxxxx
Real Estate Investment Trust, Inc. (the "Company") is reached, hereby subscribes
for and agrees to acquire 1,086,957 limited partnership units in Xxxxx REIT
Operating Partnership, L.P. (the "Operating Partnership"), a Delaware limited
partnership, at a purchase price of $9.20 per unit for an aggregate purchase
price of $10,000,000. Upon the execution of this subscription agreement (the
"Subscription Agreement") by Xxxxx and delivery thereof to the Company this
Subscription Agreement shall become a binding obligation of Xxxxx.
Assignment. Xxxxx may assign its rights and obligations under this
Subscription Agreement to one of its affiliates without the consent of the
Company or the Operating Partnership.
Covenant. If Xxxxx is admitted to the Operating Partnership as a
limited partner, Xxxxx agrees to comply with all of the terms of the partnership
agreement of the Operating Partnership.
Modification. Neither this Subscription Agreement nor any of the
provisions hereof shall be modified, waived or terminated except by an
instrument in writing signed by each party entitled to the benefits of the same.
Binding Effect. This Subscription Agreement shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns.
Entire Agreement. This Subscription Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, and there
are no covenants or other agreements with respect thereto except as stated or
referred to herein.
Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
agreements made wholly within such state, without regard to the conflict of law
provisions thereof.
[signature pages follow]
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IN WITNESS WHEREOF, Xxxxx Real Estate Holdings Limited Partnership has
executed this Subscription Agreement this 11th day of September 2003.
XXXXX REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
By: JCH Investments, Inc.
By:
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Name:
Title:
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EXECUTED by Xxxxx REIT Operating Partnership, L.P. as of this 11th day
of September 2003 to indicate that the subscription made by Xxxxx pursuant to
this Subscription Agreement has been accepted.
XXXXX REIT OPERATING PARTNERSHIP, L.P.
By: Xxxxx Real Estate Investment Trust, Inc.
its general partner
By:
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Name:
Title:
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