Core Office Trust Sample Contracts

Second Amended and Restated Shareholder Agreement for Hines-Sumisei NY Core Office Trust
Core Office Trust • February 14th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • New York

This Second Amended and Restated Shareholder Agreement (this “Agreement”) is entered into as of December 21, 2005, by and among General Motors Investment Management Corporation, a Delaware corporation, * , * , * , Hines US Core Office Capital Associates III Limited Partnership, a Texas limited partnership, Hines-Sumisei U.S. Core Office Fund, L.P., a Delaware limited partnership, and Hines-Sumisei NY Core Office Trust, a Maryland real estate investment trust.

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