COMMON STOCK PURCHASE AGREEMENT
This Agreement is made as of the 22nd day of September, 2004 between
Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc., a Maryland corporation ("Real
Estate Fund"), and Xxxxxxxxx Xxxxxx, LLC, a Delaware limited liability company
("Buyer").
WHEREAS, Buyer wishes to invest $3,000,003 (three million three dollars) in
the common stock ($0.0001 par value) of Real Estate Fund at a price equal to the
net asset value per share as of 4:00 p.m. on September 22, 2004;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, Buyer is
delivering to Real Estate Fund funds in the amount of $3,000,003
(three million three dollars) (the "Payment").
2. Upon receipt of said payment and upon approval of this transaction by
the Board of Directors of Real Estate Fund, Real Estate Fund shall
issue to Buyer 139,535 shares of its common stock ($0.0001 par value)
(the "Shares") at a price of $21.50 per share.
3. If the Board of Directors of Real Estate Fund does not approve the
sale of the Shares to Buyer pursuant to this Agreement by September
27, 2004, Real Estate Fund shall promptly return the Payment to
Xxxxxxxxx Xxxxxx, LLC in full.
4. Buyer agrees that it is purchasing the Shares for investment purposes
and has no present intention of redeeming, reselling or distributing
the Shares.
5. Buyer agrees that it is relying solely on its own information and
advisers and is not looking to Real Estate Fund to provide any further
information or to advise Buyer.
6. Upon written demand by the Purchaser, the Fund will take all
reasonable steps necessary and appropriate to register the Shares for
sale to public.
Executed as of the date first set forth above.
Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc.
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
Xxxxxxxxx Xxxxxx, LLC
/s/ Xxxxxx Xxxxx
-----------------------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
