EXHIBIT 10.30
FORM OF
SUBSCRIPTION
AGREEMENT
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ARTICLE I
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Subscription and Purchase
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Section 1.1. Subscription. The undersigned hereby subscribes for and
agrees to purchase ______ Common Units (as defined in that certain Amended and
Restated Agreement of Limited Partnership of Prime Group Realty, L.P., a
Delaware limited partnership) of Prime Group Realty L.P., a Delaware limited
partnership (the "Company"), for a purchase price of $___________ per Common
Unit, for an aggregate purchase price of $85,000,000 on the terms and conditions
described herein.
Section 1.2. Contribution Agreement. This subscription is made pursuant
to that certain Contribution Agreement dated October __, 1997 by and among The
Prime Group, Inc., BRE/Primestone Investment Management, L.L.C., and
BRE/Primestone Investment L.L.C.
ARTICLE II
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Representations and Warranties
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The undersigned makes the following representations and warranties with the
intent that the same may be relied upon by the Company.
(a) Not a Registered Offering. The undersigned understands that the
Common Units have not been and are not being registered either with the
Securities and Exchange Commission ("SEC") or with the governmental entity
charged with regulating the offer and sale of securities under the securities
laws and regulations of the state of residence of the undersigned, and are being
offered and sold pursuant to the exemption from registration provided in the
Securities Act of 1933, as amended (the "1933 Act"), and exemptions provided in
the "Blue Sky" laws of the state of residence of the undersigned, and that no
governmental agency has recommended or endorsed the Common Units or made any
finding or determination relating to the adequacy or accuracy or the fairness
for investment of the Common Units.
(b) Risk Factors. The undersigned understands and has evaluated the
risks involved in investments in general and in an investment in the Company in
particular. The undersigned recognizes that the Company is newly-organized and
formed and, therefore, has no financial or operating history and an investment
in the Company is a speculative undertaking.
(c) Purchase for Investment. The undersigned is subscribing for the
Common Units solely for his or her own account, for investment purposes and not
with a view to, or with any intention of, a distribution, sale, subdivision or
for the account of any other individual, corporation, firm or person.
(d) Accredited Investor. The undersigned is an Accredited Investor (as
such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended).
(e) Independent Investigation. The undersigned has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Common Units. In making its
decision to purchase the Common Units that are herein subscribed for, the
undersigned has relied solely upon independent investigations made by it. The
undersigned is not relying on the Company with respect to any tax or other
economic considerations involved in this investment. To the extent the
undersigned has deemed it appropriate, the undersigned has consulted with his or
her own attorneys with respect to all matters concerning this investment.
(f) Restrictions on Transfer. The undersigned understands and agrees
that because the offer and sale of the Common Units subscribed for herein have
not been registered under federal or state securities laws, none of the Common
Units acquired may at any time be sold or otherwise disposed of by the
undersigned unless they are registered under the 1933 Act or there is applicable
to such sale or other disposition one of the exemptions from registration set
forth in the 1933 Act, the rules and regulations of the SEC thereunder and
applicable state law. The undersigned further understands and agrees that there
are various
contractual restrictions to the transfer of the Common Units including, without
limitation, those set forth in the Amended and Restated Agreement of Limited
Partnership of the Company.
ARTICLE III
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Miscellaneous Provisions
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Section 3.1. Indemnity. The undersigned agrees to indemnify and hold
harmless the Company and each other person, if any, who controls or is
controlled by it, within the meaning of Section 15 of the 1933 Act, against any
and all loss, liability, claim, damage and expense whatsoever (including, but
not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon (a) any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction, (b) any action for securities law violations instituted by the
undersigned which is resolved by judgment against the undersigned and (c) the
disposition of any of the Common Units which the undersigned will receive
contrary to the undersigned's declaration, representations and warranties in
this Agreement.
Section 3.2. Notices And Addresses. All notices required to be given
under this Agreement shall be in writing and shall be mailed by certified or
registered mail, hand delivered or delivered by next business day courier. Any
notice to be sent to the Company shall be mailed to the principal place of
business of the Company or at such other address as the Company may specify in a
notice sent to the undersigned. All notices to the undersigned shall be mailed
or delivered to the address set forth on the signature page to this Agreement or
to such other address as the undersigned may hereafter notify the Company of in
writing. Notices shall be effective on the date three days after the date of
mailing or, if hand delivered or delivered by next day business courier, on the
date of delivery, provided, however, that notices to the Company shall be
effective upon receipt.
Section 3.3. Governing Law. This Agreement is governed by and to be
construed in accordance with the laws of the State of Illinois without regard to
conflict of laws principles.
Section 3.4. Successors And Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, and each of their respective
legal representatives and successors. This Agreement is not transferable or
assignable by the undersigned or the Company.
Section 3.5. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
constitute one instrument.
Section 3.6. Modifications To Be In Writing. This Agreement constitutes
the entire understanding of the parties hereto and no amendment, restatement,
modification or alteration will be binding unless the same is in writing signed
by the party against whom any such amendment, restatement, modification or
alteration is sought to be enforced.
Section 3.7. Captions. The captions are inserted for convenience of
reference only and shall not affect the construction of this Agreement.
Section 3.8. Validity And Severability. If any provision of this
Agreement is held invalid or unenforceable, such decision shall not affect the
validity or enforceability of any other provision of this Agreement, all of
which other provisions shall remain in full force and effect.
Section 3.9. Statutory References. Each reference in this Agreement to a
particular statute or regulation, or a provision thereof, shall be deemed to
refer to such statute or regulation, or provision thereof, or to any similar or
superseding statute or regulation, or provision thereof, as is from time to time
in effect.
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SIGNATURE PAGE
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The undersigned has executed this Agreement on this _____ day of
__________________, 1997.
Primestone Investment Partners, L.P.
By: BRE Investment, L.L.C.
A General Partner
By:
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Its:
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By:
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A General Partner
By:
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Its:
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