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SUBSCRIPTION AGREEMENTU. S. REAL ESTATE INVESTMENT FUND, LLC SUBSCRIPTION AGREEMENT Intercontinental Real Estate Corporation 1270 Soldiers Field Road Boston, Massachusetts 02135 -1003 Ladies and Gentlemen: 1. Subscription. The undersigned (the "Investor ") agrees to make a Capital Contribution to U. S. Real Estate Investment Fund, LLC (the "Company ") in the aggregate amount set forth on the signature page hereto (the "Capital Commitment "). The Manager may accept Subscription Agreements from additional Members and additional Capital Commitments from existing Members at any time in its discretion. Unless waived by the Member, the Manager will be required to call the entire amount of a Member's Unfunded Capital Commitment before calling any portion of a subsequently accepted Capital Commitment. On any Capital Demand Date, the Member shall contribute any portion of its Unfunded Capital Commitment that is requested by the Manager in a Capital Demand Notice. When any Capital Contribution is accepted from a Member (a "Closing "), the Company will issue the Member such number of Interests as determined by dividing the Member's Capital Contribution by the Interest Price on the date of the applicable Closing, as explained in Section 3.2 of the LLC Agreement. As defined in the LLC Agreement, "Interest Price" shall mean, with respect to any date, the price per Interest as determined by dividing the Net Asset Value as of such date by the number of Interests outstanding as of the date of the Net Asset Value calculation. The Investor acknowledges that this subscription: (i) is irrevocable; (ii) is conditioned upon acceptance by the Manager on behalf of the Company and may be accepted or rejected in whole or in part by the Manager in its sole discretion; and (iii) will expire if not accepted by the Manager on or prior to 12 months from the date hereof. The Investor agrees to be bound by all the terms and provisions of the Limited Liability Company Agreement of the Company (as amended from time to time, the "LLC Agreement ") in substantially the form accompanying this Subscription Agreement. Capitalized terms not defined herein are used as defined in the LLC Agreement. The initial closing (the "Initial Closing ") shall occur after the Company and each of the Parallel Funds have an aggregate of at least $50 million in Capital Commitments from Investors that are not affiliates of Intercontinental Real Estate Corporation, or at such later time as the Manager shall determine in its sole discretion. The minimum Capital Commitment that may be accepted by the Manager from any institutional investor is $2 million, although the Manager may accept smaller Capital Commitments in its sole discretion. 2. Representations, Warranties and Covenants of the Investor. To induce the Company to accept this subscription, the Investor represents, warrants and covenants as follows: (a) The Investor has been furnished and has carefully read the Private Placement Memorandum relating to the Company (as amended or supplemented through the date hereof, the "Memorandum "), including the matters set forth under the captions "Certain Investment Considerations and Risk Factors," "Certain Conflicts of Interest" and "Certain ERISA Considerations" in the Memorandum, and a form of the LLC Agreement (collectively, the Memorandum, the LLC Agreement and this Subscription Agreement and any supplements or amendments thereto constitute the "Offering Documents "). (b) The Investor is aware that (i) no federal, state, local or foreign agency has passed upon the Interests or made any finding or determination as to the fairness of this investment; (ii) investment returns set forth in the Memorandum or in any supplemental disclosures or material 3 thereto are not necessarily indicative of the returns, if any, which may be achieved on investments made by the Company and (iii) although such investment returns are projected returns that are based upon cash flow projections and assumptions believed to be reasonable by the Manager, such assumptions may not be realized, causing actual returns to be lower than those projected. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Interests, is able to bear the risks of an investment in the Interests (including a complete loss of such investment), and understands the risks of and other considerations relating to, a purchase of an Interest. (c) The Investor represents and warrants to the Company and the Manager that all information which the Investor has provided to the Company, including the information in the Investor Questionnaire attached hereto (the "Investor Questionnaire "), is correct and complete as of the date hereof. (d) The Interests to be acquired hereunder are being acquired by the Investor for the Investor's own account for investment purposes only and not with a view to resale or distribution. (e) The Investor understands that the Interests have not been registered under the laws of any jurisdiction (including the Securities Act of 1933, as amended (the "Securities Act "), the laws of any state of the United States of America or the laws of any foreign jurisdiction) nor is such registration contemplated. The Investor understands and agrees further that the Interests may not be offered, resold, pledged or otherwise transferred unless they have been registered under the Securities Act and any applicable state or other securities laws or unless an exemption from such registration is available. Even if such an exemption is available, the assignability and transferability of the Interests will be governed by the LLC Agreement, which restricts any transfers without the consent of the Manager, which consent may be given or withheld in its sole discretion. The Investor understands that legends stating that the Interests have not been registered under the Securities Act and any applicable state or other laws and setting out or referring to the restrictions on the transferability and resale of the Interests will be placed on documents evidencing the Interests, if any. (f) The Investor acknowledges and understands that the Company may (i) decline to accept any subscription for additional Interests and (ii) prohibit outstanding Interests from being offered, resold, pledged or otherwise transferred, if as a result, the Company would be required to register the Interests pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. (g) The Investor understands that the Company will not be registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act "). Accordingly, the Investor represents and warrants, except to the extent otherwise previously specifically disclosed to the Manager in writing by the Investor, that: (i) the Investor is a "qualified purchaser" as that term is defined under the Investment Company Act; and (ii) the Investor is, and the Interests to be held by it in the Company will be considered to be beneficially owned by, one "person" for purposes of Section 3(c)(1) of the Investment Company Act. (h) The undersigned acknowledges receipt of copies of Part II of the Form ADV of Intercontinental Real Estate Corporation and the Company's quarterly reports for each period after the Initial Closing. 4 (i) The Investor understands that the distribution of the Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. The Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. This offering does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. The Interests may not be offered or sold, directly or indirectly, and the Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. (j) Other than as set forth in the Offering Documents and any separate agreement in writing with the Company executed in conjunction with the Investor's subscription for Interests, the Investor is not relying upon any other information, representation or warranty by the Company, the Manager or any of their respective agents or representatives in determining to invest in the Company and the Investor understands that the Memorandum is not intended to convey tax or legal advice. The Investor has consulted to the extent deemed appropriate by the Investor with the Investor's own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Investor. The Investor's overall contribution to the Company and other investments which are not readily marketable is not disproportionate to the Investor's net worth and the Investor has no need for immediate liquidity in the Investor's investment in Interests. (k) If the Investor is an entity, the Investor: (i) is duly formed and validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to enter into this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests, and to perform its obligations thereunder and consummate the transactions contemplated thereby; and (iii) the person signing this Subscription Agreement on behalf of the Investor has been duly authorized to execute and deliver this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests. (1) If the Investor is an individual, the Investor has all requisite legal capacity to acquire and hold the Interests and to execute, deliver and comply with the terms of each of this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests. (m) The execution and delivery by the Investor, and compliance by the Investor with this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests does not conflict with, or constitute a default under, any instruments governing the Investor, any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor is bound. This Subscription Agreement has been duly executed by the Investor and constitutes, and the LLC Agreement, when the Investor is admitted as a Member, will constitute, a valid and legally binding agreement of the Investor. (n) (i) Unless it has so indicated in paragraph C(4) (on pages 19 -20) of the Investor Questionnaire, the Investor is not, and is not acting on behalf of, (A) an employee benefit plan within the meaning of Section 3(3) of ERISA; (B) a "plan" described by Section 4975 of the Code (including Individual Retirement Accounts and Keogh Plans); or (C) an entity which is 5 deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. 2510.3 -101 (each of the foregoing, a "Plan "); (ii) if the Investor is, or is acting on behalf of, a Plan: the fiduciary trustee or other person signing this Subscription Agreement on behalf of the Investor is independent of the Manager and is not relying on the Manager to provide, and it has not provided, any kind of investment advice with respect to the Investor's purchase. (o) The Investor was offered the Interests through private negotiations, not through any general solicitation or general advertising (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, newsletter, internet forum or similar media or broadcast over television, internet or radio, or any seminar or meeting whose attendees have been invited by means of any general solicitation or general advertising) and in the state listed in the Investor's permanent address set forth in the Investor Questionnaire attached hereto or previously provided to the Manager and intends that the securities laws of that state govern the Investor's subscription. (p) Except as indicated in a writing attached hereto by the Investor, no statute, rule, regulation, administrative procedure of general applicability or order of any federal, state or other regulatory agency or other governmental body to which the Investor is subject would prohibit the Investor from investing in one or more of the investments falling within the investment objectives of the Company. (q) The Investor agrees to provide a completed copy of Exhibit A listing the name of each person who directly, or indirectly through intermediaries, is the beneficial owner of 25% or more of any voting or non - voting class of equity interests of the Investor. (r) (i) The Investor has reviewed the website of the U.S. Treasury Department's Office of Foreign Assets Control ( "OFAC ")1, and conducted such other investigation as he or it deems necessary or prudent, prior to making these representations and warranties.' (ii) The Investor is not aware of any facts or circumstances that would reasonably be expected to lead Investor to believe that any of the funds tendered for the acquisition of the Interests are directly or indirectly derived from activities that may contravene U.S. federal, state or non -U.S. laws and regulations, including anti -money laundering laws. (iii) The Investor understands and agrees that the investment of funds is prohibited by or restricted with respect to any persons or entities that: (i) are acting, directly or indirectly on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any of the OFAC lists; (ii) reside or have a place of business in a country or territory named on any of such lists or which is designated as a Non - Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering The lists of OFAC prohibited countries, territories, persons and entities may be found on the OFAC website at <www.ustreas.gov /ofac >. 2 U.S. federal regulations and executive orders administered by OFAC prohibit, among other things, engaging in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 6 ( "FATF ")3, or whose subscription funds are transferred from or through such a jurisdiction; (iii) are "Foreign Shell Banks" within the meaning of the USA PATRIOT Act; or (iv) reside in or are organized under the laws of a jurisdiction designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concems.4 Such persons or entities in (i) through (iv) are collectively referred to as "Restricted Persons ". The Investor is not and the Investor is not aware of any facts or circumstances that would reasonably be expected to lead the Investor to believe that any investors in the Investor or any person controlling, controlled by, or under common control with' the Investor, or for whom the Investor is acting as agent or nominee in connection with the acquisition of the Interests, is a Restricted Person. (iv) The Investor acknowledges and understands that the Company, in its discretion, may decline to accept any subscription for the Interests by a person who is a "Covered Person" within the meaning of the Guidance on Enhanced Scrutiny for Transactions that May Involve the Proceeds of Foreign Official Corruption, issued by the Department of the Treasury, et al., January, 2001, e.g., a senior foreign political figure', or an immediate family member' or close associate' of a senior foreign political figure. Accordingly, the Investor agrees to inform the Company, prior to the acquisition of any 3 4 The list of Non - Cooperative Jurisdictions may be found at <www.oecd.org/fatf >. The List of these jurisdictions may be found at <www.ustreas.gov /fincen >. 5 For the purposes of this section, "control" means the power, directly or indirectly, to direct the management or policies of a person, whether through ownership of securities, by contract, or otherwise. • Each of Investor's officers, partners, or directors exercising executive responsibility (or persons having similar status or functions) is presumed to control Investor. • A person is presumed to control a corporation if the person: (i) directly or indirectly has the right to vote 25 percent or more of a class of the corporation's voting securities; or (ii) has the power to sell or direct the sale of 25 percent or more of a class of the corporation's voting securities. • A person is presumed to control a partnership if the person has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the partnership. • A person is presumed to control a limited liability company ( "LLC ") if the person: (i) directly or indirectly has the right to vote 25 percent or more of a class of the interests of the LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the LLC; or (iii) is an elected manager of the LLC. • A person is presumed to control a trust if the person is a trustee or managing agent of the trust. 6 A "senior foreign political figure" is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government -owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. ' "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in -laws. 8 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 7 Interests, if the Investor is aware of any facts or circumstances that would reasonably be expected to lead Investor to believe that any investors in Investor or any person controlling, controlled by, or under common control with the Investor, or for whom the Investor is acting as agent or nominee in connection with the acquisition of the Interests, is a Covered Person. (v) The Investor agrees to provide any information deemed necessary by the Company or the Manager, each acting in its sole discretion, to comply with its anti - money laundering responsibilities and policies to the extent required by law and subject to appropriate confidentiality agreements. (vi) The Investor authorizes and permits the Company and the Manager, each using its own reasonable business judgment, to report information about the Investor to appropriate authorities, and the Investor agrees not to hold them liable for any loss or injury that may occur as the result of providing such information. (vii) The Investor agrees that, in the event of a material change with respect to the information provided in connection with the purchase of the Interests, the Investor will provide the Company promptly with updated information affected by the material change. (viii) The Investor agrees that, notwithstanding any other statement to the contrary in any agreement into which the Investor has entered which relates to the Company or in any prospectus or private placement memorandum of the Company, if the Company or the Manager determines that the Investor has appeared on a list of known or suspected terrorists or terrorist organizations compiled by any U.S. or foreign governmental agency, or that any information provided by the Investor in this Subscription Agreement was not, at the time it was given, or, is no longer, materially true or accurate, the Company and the Manager, and each of them, without limiting any other rights available to either of them under this Subscription Agreement or the LLC Agreement, shall be authorized to take any action as shall be necessary or appropriate to comply with applicable law, including but not limited to, removing the Investor from the Company and/or notifying the federal authorities. (ix) Investor encloses with this Subscription Agreement either: A. a certified copy or copies of the relevant passport or passports together with any other documentation of identity providing detailed verification of the Investor 's identity; or B. a certified copy or copies of the certificate of incorporation (or other document evidencing the existence of the legal entity) with evidence of any name changes, resolutions or other evidence of the authority of officers to sign on behalf of the corporate entity and any other relevant documentation, whichever is appropriate in order that the Company might comply with legislation for the prevention of money laundering from time to time in force. (s) Beginning upon the date hereof and during any period that the Investor owns Interests in excess of the Ownership Limit, no Person who is treated as an individual under 8 Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of the Investor (i) Beneficially Owns, or in the future will Beneficially Own, more than 9.8% in value of the Investor or (ii) Beneficially Owns, or in the future will Beneficially Own, as a result of the Investor's Interests, Interests in excess of the Ownership Limit. For purposes of this representation, `Beneficially Owns" shall mean ownership by a Person who would be treated as an owner of the Investor either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h) of the Code. After the date hereof, the Investor will immediately notify the Company of the date on which any of the foregoing representations and covenants in this Section 2(s) are no longer true and correct in all respects. The Investor understands that any breach of a representation or covenant contained in this Subscription Agreement will automatically cause the waiver granted by the Company in Section 3(e) below with respect to the Interests to immediately cease to be effective to the extent necessary to cause such representation or covenant to be true and correct and, to the extent necessary to cause such representation or covenant to be true and correct, all (or a portion of) the Interests owned by the Investor shall be subject to Article 7 of the LLC Agreement. (t) The Investor represents and warrants, except to the extent otherwise previously specifically disclosed to the Manager in writing by the Investor, that the Investor is a "qualified client" as that term is defined under the Investment Advisers Act of 1940, as amended. 3. Representations of the Manager and the Company. Each of the Manager and the Company hereby jointly and severally represent and warrant that: (a) The Company is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in the Memorandum. The Manager has all requisite power and authority to act as manager of the Company and to carry out the terms of this Subscription Agreement and the LLC Agreement. (b) The execution, delivery and performance of this Subscription Agreement have been authorized by all necessary action on behalf of the Company. The execution, delivery and performance by the Manager of the LLC Agreement have been authorized by all necessary action on behalf of the Manager. (c) The LLC Agreement is a valid and binding obligation of the Manager, and enforceable against the Manager in accordance with its terms, subject to the effects of: (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally; (ii) principals of equity (regardless of whether considered and applied in a proceeding in equity or at law); (iii) the law of fraudulent transfer; (iv) public policy; (v) applicable law relating to fiduciary duties; and (vi) judicial imposition of an implied covenant of good faith and fair dealing. (d) The execution and delivery of the Offering Documents and the consummation of the transactions contemplated thereby will not conflict with or result in any violation of or default under any provision of the organizational documents of the Manager, or any agreement or other instrument to which the Company or the Manager is a party or by which either of them, or any of their properties, are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Company or the Manager or the business or the properties of either of them. 9 (e) Subject to Section 2(s), and based on the Investor's representations and agreements in this Subscription Agreement, the Company will waive the Ownership Limitation for the Investor with respect to any Interests by adopting a resolution of the Manager in the form attached to this subscription as Exhibit B hereto and there will be established an Ownership Limit waiver for the Investor. 4. Tax Information. The Investor, if a U.S. investor, certifies that: (a)(i) the Investor's name, taxpayer identification or social security number and address provided in the Investor Questionnaire are correct; and (ii) the Investor will complete and return with this Subscription Agreement IRS Form W -9, Payer's Request for Taxpayer Identification Number and Certification; and (b)(i) the Investor is not a non - resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Internal Revenue Code of 1986, as amended); and (ii) the Investor will notify the Company within 60 days of a change to foreign status and the new country of residence. If the Investor is a non- resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate ( "non- U.S. Investor "), then the non -U.S. Investor certifies that: (a)(i) the non -U.S. Investor's name and address provided in the Investor Questionnaire are correct; and (ii) the non -U.S. Investor will complete and return with this Subscription Agreement IRS Form W -8BEN (or Form W -RIMY, if applicable); and (b) the non- U.S. Investor will notify the Company within 60 days of a change in such status. The Investor agrees to execute properly and provide to the Company in a timely manner any tax documentation that may reasonably be required by the Manager in connection with the Company. 5. Further Representations and Assurances. (a) All information which the Investor has provided to the Company, including the information in the Investor Questionnaire, is correct and complete as of the date hereof, and the Investor agrees to notify the Manager immediately if any representation or warranty contained in this Subscription Agreement, including the Investor's response to the Investor Questionnaire, becomes untrue or inaccurate at any time. The Investor agrees to provide such information and execute and deliver such documents as the Company may reasonably request to verify the accuracy of the Investor's representations and warranties herein, to comply with any law or regulation to which the Company may be subject or for any other reasonable purpose. (b) The Investor has carefully read and understands the terms of the Offering Documents and the Manager, on behalf of the Company, has made available to the Investor all other documents that the Investor has requested relating to an investment in the Interests, has afforded the Investor the opportunity to discuss the investment with and to ask questions of the Manager and has provided answers to all of the Investor's questions concerning the offering of the Interests. The Manager, on behalf of the Company, has also afforded the Investor the opportunity to obtain any additional nonproprietary information (to the extent the Company possesses such information or can acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information in the Memorandum. In evaluating the suitability of an investment in the Interests, the Investor has not received or relied upon any representations or other information (whether oral or written) made or provided by the Company or the Manager, other than as set forth in the Offering Documents, the Company's quarterly reports described above or such other information supplied at the request of the Investor as aforesaid. (c) The Investor hereby acknowledges having reviewed and fully understood the restrictions on purchase, ownership and resale described in the Memorandum and the LLC Agreement and agrees to respond promptly to each questionnaire from the Manager requesting information as to the ownership of the Investor's interest in the Company and agrees to provide 10 the Manager with such other documents, declaration and other evidence or information as the Manager may reasonably request. 6. Power of Attorney. The Investor, by executing this Subscription Agreement, hereby appoints the Manager and any successor of it, with full power of substitution, as the Investor's true and lawful representative and attorney -in -fact, and agent of the Investor to execute, acknowledge, verify, swear to, deliver, record and file, in the Investor's name, place and stead: (a) all certificates and other instruments, including the LLC Agreement, and any amendments thereto made in accordance with the LLC Agreement or to the certificate of formation of the Company, which the Manager deems appropriate to (i) form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct business (including, without limitation, any filing for the purpose of admitting the Investor and others as members and describing their initial or any increased Capital Contributions), (ii) admit the Investor as a Member in accordance with the terms of the LLC Agreement, (iii) effect the addition, substitution or removal of any Member or the Manager pursuant to the LLC Agreement or (iv) effect an amendment or modification to the LLC Agreement adopted in accordance with the terms of the LLC Agreement; (b) any instrument, certificate or other document which may be deemed necessary or desirable to effect the winding -up and termination of the Company (including, without limitation, a certificate of cancellation), in accordance with the terms of the LLC Agreement; (c) any other business certificate, fictitious name certificate, amendment thereto, or other instrument or document of any kind necessary or desirable to accomplish the business, purpose and objectives of the Company, and in each case required by any applicable law; and (d) any tax elections, tax information statements and other tax documentation for the Company as may from time to time be deemed necessary, desirable or appropriate by the Manager. This power of attorney is coupled with an interest, is irrevocable and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. This power of attorney (x) shall survive the transfer or assignment by the Investor of all or any portion of its Interests and any transferee or assignee of an Interest does hereby constitute and appoint the Manager its attorney -in -fact in the same manner and with the same force and for the same purposes as the transferor or assignor and (y) may be exercised by the Manager on behalf of the Investor and any donee by a facsimile signature or by listing the Investors and the donees executing any instrument with a single signature as attorney -in -fact for all of them. 7. Indemnity. To the fullest extent permitted under applicable law, the Investor agrees to indemnify and hold harmless the Company, the Manager and their respective Affiliates from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this Subscription Agreement (including the Investor Questionnaire attached hereto) or in any agreement executed by the Investor with the Company or the Manager in connection with the Investor's investment in Interests. Notwithstanding any provision of this Subscription Agreement, the Investor does not waive any rights granted to it under the LLC Agreement or applicable securities laws, ERISA or any other laws the applicability of which is not permitted to be contractually waived. 8. Assignment; Survival; Questionnaire. This Subscription Agreement is not assignable by the Investor without the prior written consent of the Manager, which may be given or withheld in the 11 Manager's sole discretion. The representations and warranties made by the Investor in this Subscription Agreement (including the Investor Questionnaire attached hereto) shall survive the closing of the transactions contemplated hereby and any investigation made by the Company or the Manager. The Investor Questionnaire, including without limitation the representations and warranties contained therein, is an integral part of this Subscription Agreement and shall be deemed incorporated by reference herein. 9. Conflicts of Interest; Waiver. All Investors acknowledge and agree that certain of them have previously been represented by, are presently represented by, or in the future may be represented by Mayer, Brown, Rowe & Maw LLP and to the extent any conflicts of interest exist or arise from such relationship and of Mayer, Brown, Rowe & Maw LLP's representation of, or work performed for, the Company in connection with the transactions contemplated hereby, each Investor hereby waives any such conflict by executing this Subscription Agreement. 10. For All Non -U.S. Investors Generally. It is the responsibility of any Persons wishing to subscribe for Interests to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of these securities, and any foreign exchange restrictions that may be relevant thereto. 11. Expenses. The Company shall pay all of its expenses and all expenses of the Manager in connection with the transactions contemplated by this Subscription Agreement and in connection with any amendments, consents or waivers (whether or not the same become effective) under or in respect of this Subscription Agreement and the Memorandum, including, without limitation: (a) the costs of the Company's counsel in preparing and reproducing this Subscription Agreement and all other documents delivered to Investors by or on behalf of the Company; (b) all taxes (including interest and penalties, if any) that may be determined to be payable in respect of the sale of the interest in the Company contemplated by this Subscription Agreement to the Investor; and (c) all costs of the Company's performance of and compliance with this Subscription Agreement. 12. Amendments. This Subscription Agreement may be amended only with the written approval or consent of the Manager and the Investor. 13. Successors. Except as otherwise provided herein, this Subscription Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their legal representative, heirs, successors and assigns. 14. Governing Law; Severability. This Subscription Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, and, to the maximum extent possible, in such manner as to comply with all the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq., as amended. If it is determined by a court of competent jurisdiction that any provision of this Subscription Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Subscription Agreement. 15. Notices. For purposes of this Subscription Agreement, a notice shall mean any writing containing the information required by this Subscription Agreement to be communicated to a Person and personally delivered to such Person or sent by facsimile or similar electronic means, overnight courier or registered or certified mail, postage prepaid, return receipt requested; (i) if the Investor, at the address set forth on the signature page or to such other address as has been indicated to the Manager in writing; and (ii) if to the Manager or the Company, at its address set forth in the Memorandum or to such other address as has 12 been indicated to the Investors in writing. Any notice shall be deemed to have been duly given if personally delivered or sent by certified, registered or overnight mail or courier or by e-mail or facsimile transmission confirmed by letter, and shall be deemed received, unless earlier received, (a) if sent by certified or registered mail, return receipt requested, three business days after the date sent, (b) if sent by overnight mail or courier, one business day after the date sent, (c) if sent by e-mail or facsimile transmission, on the date sent (provided that confirmed receipt is obtained), and (d) if delivered by hand, on the date of receipt. 16. No Third Party Beneficiaries. Except as specifically set forth herein, this Subscription Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies. 17. Waiver. No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Subscription Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof. 18. Reaffirmation. Upon any additional Capital Contribution from the Investor being accepted in accordance with the LLC Agreement, the Investor shall automatically be deemed to have reaffirmed, restated and reacknowledged the agreements, acknowledgments, representations, warranties and other obligations set forth in this Subscription Agreement. 19. Entire Agreement; Counterparts. This Subscription Agreement (including all exhibits and schedules hereto), together with the LLC Agreement (including all exhibits and schedules thereto), contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, arrangements, understandings, proposals, representations and warranties with respect thereto. This Subscription Agreement may be executed in any number of counterparts, any one of which need not contain the signature of more than one party, but all of such counterparts together shall constitute one and the same agreement. [remainder of page left intentionally blank] 13 IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below. Capital Commitment: US$ 10,000,000.00 Date: May 18 , 2 015 INDIVIDUAL INVESTOR: (Name of Individual) (Signature) (Name of Spouse if joint Investor) (Signature of Spouse if joint Investor) Attest to the City of Clearwater Rosemarie Call, City ENTITY INVESTOR: City of Clearwater Employees' Pension Plan (Name of Entity) By: keO/V (01 f `tle0( (Signature) Name: George N. Cretekos Title: Chairperson Appr.ved :s to For ACCEPTANCE OF SUBSCRIPTION (to be filled out only by the Manager) fr "atthew SmiFh, Asst City Atty The Manager hereby accepts the above application for subscription for Interests on behalf of the Company and the Investor is admitted to the Company as a Member as of the date set forth below. Date: U. S. REAL ESTATE INVESTMENT FUND, LLC By: Intercontinental Real Estate Corporation, its Manager By: 14 Name: Peter Palandjian Title: President and Treasurer EXHIBIT A TO SUBSCRIPTION AGREEMENT BENEFICIAL OWNERSHIP INFORMATION Instructions: Please complete and return this Exhibit A and provide the name of every person who is directly, or indirectly through intermediaries, the beneficial owner of 25% or more of any voting or non- voting class of equity interests of the Investor. If there are no 25% beneficial owners, please write None. Full Name If Investor is an Individual, Insert Name and Address of Principal Employer and Position Principal Place of Business (for Entities) or Citizenship (for Individuals) City of Clearwater Employees' Pension Plan None 100 S. Osceola Dr. Clearwater, FL 33756 15 EXHIBIT B TO SUBSCRIPTION AGREEMENT OWNERSHIP LIMIT WAIVER RESOLUTION In accordance with Section 7.12 of the LLC Agreement, the Manager hereby determines that, effective as of the execution of a Subscription Agreement by City of Clearwater Employees' Pension Plan (the "Investor "): (i) The Manager waives, effective as of the date hereof, the Ownership Limit (as defined in the LLC Agreement) with respect to the Interests (as defined in the LLC Agreement) held by the Investor. (ii) If at any time, (a) a Person (as defined in the LLC Agreement) who is treated as an individual for purposes of Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) would be considered to Beneficially Own, as a result of the Investor's Interests (as defined in the LLC Agreement), Interests in excess of the Ownership Limit by reason of the Investor's ownership of Interests in excess of the Ownership Limit; or (b) the ownership of Interests in excess of the Ownership Limit by the Investor shall result in the Company failing to qualify as a REIT under the Code (treating the Company as if it otherwise qualified as a REIT solely for this purpose); then the waiver of the Ownership Limit granted under this resolution shall be rescinded immediately and without prior notice, and Interests held by the Investor shall be treated as is provided by Section 7.3 of the LLC Agreement. 16 A. General Information 1. Print Full Name of Investor: INVESTOR QUESTIONNAIRE Individual: First Middle Last Partnership, Corporation, Trust, Custodial Account, Other: City of Clearwater Employees' Pension Plan Name of Entity 2. Address for Notices: 100 S. Myrtle Avenue 3. Name of Primary Contact Person: 4. Telephone Number: 5. Facsimile Number: 6. E -Mail Address: 7. Permanent Address: (if different from Address for Notices above) 8. U.S. Taxpayer Identification or Social Security Number (if applicable): 9. Authorized Signatory: Title: Telephone Number: Telecopier /Facsimile Number: Clearwater, FL 33756 Jay Ravins 727 - 562 -4538 727 - 562 -4535 jay.ravins @myclearwater.com 59- 6000289 Brian Jay Ravins Finance Director 727 - 562 -4538 727 - 562 -4535 17 B. Accredited Investor Status The Investor represents and warrants that the Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act "), and has checked the box or boxes below which are next to the category or categories under which the Investor qualifies as an accredited investor: FOR INDIVIDUALS: ❑ (a) ❑ (b) A natural person with individual net worth (or joint net worth with spouse) in excess of $1,000,000. For purposes of this item, "net worth" means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities. A natural person with individual income (without including any income of the Investor's spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year. FOR INDIVIDUALS AND ENTITIES: ❑ (c) A director or executive officer (as defined in Regulation D under the Securities Act) of the Company. FOR ENTITIES: ❑ (d) ❑ (e) ❑ (fl ❑ (g) ❑ (h) ❑ (i) ❑ (j) ❑ (k) A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. An insurance company as defined in Section 2(13) of the Securities Act. A broker - dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. An investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act "). A business development company as defined in Section 2(a)(48) of the Investment Company Act. A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the "Advisers Act "). An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Interests, with total assets in excess of $5,000,000. 18 ❑ (m) ® (n) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Interests, whose purchase is directed by a sophisticated person with such knowledge and experience in financial and business matters as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act as to be capable of evaluating the merits and risks of an investment in the Interests. An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended ( "ERISA ") if the decision to invest in the Interests is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self - directed plan, with investment decisions made solely by persons that are accredited investors. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5,000,000. ❑ (o) An entity in which all of the equity owners are accredited investors as determined under any of the paragraphs (a) through (n) above. C. Supplemental Data for Entities 1. If the Investor is an entity, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): Corporation (Municipality) Jurisdiction of organization: Pinellas County, Florida 2. Was the Investor organized for the specific purpose of acquiring Interests? ❑ Yes El No 3. Are shareholders, partners or other holders of equity or beneficial interests in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor's investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interests in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? ❑ Yes ©No 4. (a) Please indicate whether or not the Investor is, or is acting on behalf of: (i) an employee benefit plan within the meaning of Section 3(3) of ERISA; (ii) a "plan" described in Section 4975 of the Code (including Individual Retirement Plans and Keogh Plans); or (iii) an entity which is deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. § 2510.3 -101 (each a "benefit plan investor "). ® Yes ❑ No 19 (a) If the Investor is a plan, is it a self - directed plan? ® Yes ❑ No (b) Is the Investor subject to Title I of ERISA? ❑ Yes © No 5. Does the Investor (or any affiliate) have discretionary authority or control, or provide investment advice for a fee (direct or indirect), with respect to the assets of the Company? For purposes of this question (i) an "affiliate" of a person includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person and (ii) "control ", with respect to a person other than an individual, means the power to influence the management or policies of such person. ❑Yes No 6. Does the amount of the Investor's subscription for Interests in the Company exceed 40% of the total assets of the Investor? ❑ Yes El No 7. Would the Investor be an "investment company" but for reliance on an exclusion from the definition of "investment company" in Section 3(c)(1) or Section 3(c)(7) under the Investment Company Act? ❑ Yes ®No 8. (a) Is the Investor a grantor trust, a partnership or an S- Corporation for U.S. federal income tax purposes? ❑ Yes El No (b) If the question above was answered "Yes," please indicate whether or not: (i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor's (direct or indirect) interest in the Company; or ❑ Yes ❑ No (ii) it is a principal purpose of the Investor's participation in the Company to permit the Company to satisfy the 100 partner limitation contained in U.S. Treasury Regulation Section 1.7704 - 1(h)(3). ❑ Yes ❑ No 9. On what date does the Investor's tax year end? Municipality not subject to income tax (Date) 20 D. Qualified Purchaser Status The Investor represents and warrants that the Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder and has checked the box or boxes below which are next to the category or categories under which the Investor qualifies as a qualified purchaser. In order to complete the following information, the Investor must read Annexes I and II to this Investor Questionnaire for the definition of "investments" and for information regarding the valuation of "investments," respectively. The Investor agrees to provide such further information and execute and deliver such documents as the Company may reasonably request to verify that the Investor qualifies as a "qualified purchaser." If the Investor is not able to check any of the boxes set forth below, please contact for details of any additional Investor information that may be required. ❑ (a) ❑ (b) ❑ (c) (d) ❑ (e) A natural person (including any person who holds a joint, community property or other similar shared ownership interest in the Company with that person's qualified purchaser spouse) who owns not less than $5,000,000 in "investments." A company' that: (i) was not formed for the specific purpose of investing in the Company; (ii) owns not less than $5,000,000 in "investments," and (iii) is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons (including former spouses), the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a "Family Company "). A trust that is not covered by (b) above and that was not formed for the specific purpose of investing in the Company, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (d) of this Section D. A person or company that was not formed for the specific purpose of investing in the Company, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in "investments." A qualified institutional buyer as defined in paragraph (a) of Rule 144A under the Securities Act that was not formed for the specific purpose of investing in the Company, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser; provided that the Investor is not (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A that owns and invests on a discretionary basis less than $25 million in securities of issuers that are not affiliated persons of the dealer; or (ii) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, and whose investments are participant- directed, unless the decision to invest in the Company is made solely by the fiduciary, trustee or sponsor of such plan. ❑ (f) A company, each beneficial owner of the securities of which is a qualified purchaser. 9 As used herein, "company" shall mean a corporation, a limited liability company, a partnership, an association, a joint -stock company, a trust, or any organized group of persons, whether incorporated or not, or any receiver, trustee in a case under Title 11 of the United States Code, or similar official, or any liquidating agent for any of the foregoing, in his or her capacity as such. 21 If the Investor relies on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for its exclusion from being deemed an investment company, the Investor hereby represents and warrants that it has obtained the consent to its treatment as a qualified purchaser from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of and Rule 2a51 -2 under the Investment Company Act. Further, the Investor hereby consents to the treatment of the Company as a qualified purchaser, and represents and warrants that it has obtained the consent for such treatment from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) and Rule 2a51 -2 under the Investment Company Act. E. Related Parties 1. To the best of the Investor's knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company? El Yes PSI No If the question above was answered "Yes," please identify such related investor(s) below. Name(s) of related investor(s): 2. Will any other person or persons have a beneficial interest in the Interests to be acquired hereunder (other than as a shareholder, partner or other beneficial owner of equity interests in the Investor)? ❑ Yes El No F. Certain Additional Tax Information Additionally, for U.S. tax planning purposes, the following information is requested. Please check all categories applicable for U.S. tax purposes. ❑ 1. U.S. citizen. ❑ 2. U.S. resident. ® 3. Qualified pension, profit sharing or stock bonus plan, as defined in Section 401(a) of the Code. ❑ 4. Trust formed to pay supplemental unemployment compensation, as defined in Section 501(c) (17) of the Code. ❑ 5. Private foundation, as defined in Section 509(a) of the Code. ❑ 6. Charitable trust described in Section 642(a) of the Code. ❑ 7. Organization described in Section 501(c) (3) of the Code. ❑ 8. Individual but not a U.S. citizen nor a U.S. resident. ❑ 9. Governmental plan described in Section 414(d) of the Code. 22 ❑ 10. Portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior tax law. ❑ 11. U.S. corporation, company or trust. ❑ 12. Non -U.S. corporation, company or trust. ❑ 13. None of the above. G. Anti -Money Laundering Information For purposes of compliance with all applicable laws regarding money laundering, please check the appropriate box and provide the additional information requested as applicable: ® I am investing solely as principal and not for the benefit of any third parties; or ❑ I am investing for the benefit of third parties, who are: H. Qualified Client Certification 1. Investor hereby represents and warrants that it is (check one of a, b, or c): ❑ (a) a natural person; El (b) a company which does not rely on Section 3(c)(1) of the Investment Company Act to avoid being deemed an investment company, is not a small business development company as defined in Section 202(a)(22) of the Advisers Act, and is not registered or required to be registered as an investment company under the Investment Company Act; or ❑ (c) a company which does rely on Section 3(c)(1) of the Investment Company Act to avoid being deemed an investment company, is a small business development company as defined in Section 202(a)(22) of the Advisers Act, or is registered or required to be registered as an investment company under the Investment Company Act. IF YOU CHECKED BOXES (a) OR (b) TO QUESTION 1, PLEASE COMPLETE QUESTION 3 BELOW. IF YOU CHECKED BOX (c) IN QUESTION 1, PLEASE COMPLETE QUESTION 2 BELOW. 2. COMPLETE ONLY IF YOU CHECKED BOX (c) OF QUESTION 1 ABOVE. Investor hereby represents and warrants that (check one): 23 ❑ (a) each of its equity owners: (i) has a net worth (which, for a natural person, can include assets held jointly with a spouse) which exceeds $1,500,000; or (ii) has an investment of at least $750,000 in the Company; or (iii) is a qualified purchaser within the meaning of Section 2(a)(51)(A) of the Investment Company Act; or ❑ (b) it has the ability to, and does, allocate charges for performance fees so that its equity owners which do not meet 2(a)(i), (ii) or (iii) above are not charged a performance fee. 3. COMPLETE ONLY IF YOU CHECKED BOX (a) OR (b) OF QUESTION 1 ABOVE. Investor hereby represents and warrants that (check applicable boxes): • (i) its net worth (which, for a natural person, can include assets held jointly with a spouse) exceeds $1,500,000; or (ii) it has invested, or is obligating itself hereby to invest, at least $750,000 in the Company; or ❑ (iii) it is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act. [remainder of page intentionally left blank] 24 The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase and own Interests in the Company. The Investor agrees to notify the Manager immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor's status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase Interests in the Company. The Investor agrees to indemnify and hold harmless the Company, the Manager and their respective Affiliates from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein. Signatures: INDIVIDUAL INVESTOR: ENTITY INVESTOR: City of Clearwater Employees' Pension Plan (Name of Individual) (Name of Entity) (Signature) (Name of Spouse if joint Investor) 25 By: Icnct1\ktr.Of (Signature) Name: George N. Cretekos Title: Chairperson Annex I DEFINITION OF "INVESTMENTS" The term "Investments" means: (1) Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Investor that owns such securities, unless the issuer of such securities is: (2) (3) (4) (5) (i) An investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or (ii) A Public Company (as defined below); (iii) A company with shareholders' equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company's most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Interests; Real estate held for investment purposes; Commodity Interests (as defined below) held for investment purposes; Physical Commodities (as defined below) held for investment purposes; To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes; (6) In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and (7) Cash and cash equivalents held for investment purposes. Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, provided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by Section 280A of the Internal Revenue Code of 1986, as amended. A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes. Annex I - 1 "Commodity Interests" means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of: (i) Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or (ii) Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act. "Public Company" means a company that: (i) files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or (ii) has a class of securities that are listed on a Designated Offshore Securities Market, as defined by Regulation S under the Securities Act. "Financial Contract" means any arrangement that: (i) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets; (ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and (iii) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement. "Physical Commodities" means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Interests above. "Related Person" means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. "Family Company" means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons. For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company ( "Parent Company ") of which the company is a majority-owned subsidiary, or by a majority - owned subsidiary of the company and other majority -owned subsidiaries of the Parent Company. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person's investments any investment held jointly with such person's spouse, or investments in which such person shares with such person's spouse a community property or similar Annex I - 2 shared ownership interest. In determining whether spouses who are making a joint investment in the Company are qualified purchasers, there may be included in the amount of each spouse's investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex II incurred by such spouse. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person's investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person. Annex I - 3 Annex II VALUATIONS OF INVESTMENTS The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos: (1) In the case of Commodity Interests, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Interests; and (2) In each case, there shall be deducted from the amount of investments owned by such person the following amounts: (a) The amount of any outstanding indebtedness incurred to acquire the investments owned by such person. In the case of a Family Company, in addition to the amounts specified in paragraph (a) above, it shall have deducted from the value of such Family Company's investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments. Annex II - 1 Annex III PRIVACY NOTICE U. S. Real Estate Investment Fund, LLC (the "Company ") is a Delaware limited liability company, which is affiliated with Intercontinental Real Estate Corporation. Information, confidential and proprietary, plays an important role in the success of our business. We recognize that you have entrusted us with your personal and financial data and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us and we hold ourselves to the highest standards in its safekeeping and use. We want you to know how we collect personal information from you and how we use that information. We receive personal information (such as your name, address, social security number, amount of your percentage ownership interest and any capital contribution) from your subscription application or the ownership records of the Company. In servicing your account, we provide your personal information to our affiliates (including those who are involved in the operation, administration or management of, or the sale of interests in, the Company) and nonaffiliated service providers, only as permitted by law. For example, we may share such information in connection with the administration and operations of the Company, including disclosure to attorneys, accountants, auditors, administrators, or companies that may assist us with mailing statements or processing your transactions. As emphasized above, we do not provide investor or former investor information including names, addresses, or investor lists to outside companies except in furtherance of our business relationship with you, or as otherwise permitted by law. Within the Company and its affiliates, access to the nonpublic personal information of the Company's investors is restricted to employees who need to access that information to provide products or services to investors. To guard investors' nonpublic personal information, physical, electronic, and procedural safeguards are in place that comply with federal standards. Our investors' right to privacy extends to all forms of contact with us, including telephone, written correspondence, and electronic media. We consider privacy a fundamental right of investors and take seriously our responsibility to protect investor information. We will adhere to the policies and procedures described above for both current and former investors. Included herewith as Annex III -2 is a copy of the Privacy Policy of Intercontinental Real Estate Corporation, as can be found on Intercontinental Real Estate Corporation's webpage (www. intercontinental. net). Annex III -1 INTERCONTINENTAL REAL ESTATE CORPORATION PRIVACY POLICY Our Commitment to You Intercontinental Real Estate Corporation ( "IREC ") is committed to maintaining the confidentiality and security of your personal information. IREC does not sell your personal information to anyone. Instead, we use your information primarily to complete transactions that you request. The Information We Collect About You You typically provide personal information when you complete an IREC subscription agreement or account application, or when you request a transaction that involves IREC or one of the funds sponsored by IREC. This information may include your: - Name and address — Social Security number or taxpayer identification number — Assets - Income - Account balance — Investment activity How We handle Your Personal Information We do not disclose information about current or former clients or their accounts to unaffiliated third parties for marketing or other purposes, except when necessary to complete transactions at your request or where required or permitted by law. For example, IREC may disclose personal information to third parties: - To complete certain transactions or account changes that you direct it may be necessary to provide identifying information to companies, individuals, or groups that are not affiliated with IREC. For example, if you ask to transfer assets from another financial institution to IREC, we will need to provide certain information about you to the company to complete the transaction. - In certain instances, we may contract with nonaffiliated companies to perform services for us. In all such cases, we provide the third party with only the information necessary to carry out its assigned responsibilities and only for that purpose. And, we require these third parties to safeguard your private information. - To protect our rights and property, or the rights and property of others. - Finally, we will release information about you if you direct us to do so or if we are compelled by law to do so. How We Secure Your Personal Information Only those IREC employees who need to know the information to provide products or services to you are authorized to access the information about you. We have implemented physical, electronic, and procedural safeguards designed to protect your personal information. Keeping You Informed As required by federal law, we will notify clients of our Privacy Policy annually. We reserve the right to modify this policy at any time, but rest assured that if we do change it, we would tell you promptly. If you have any questions about our Privacy Policy or any other aspects of your relationship with us, please feel free to call us at (617) 782 -2600. Annex III -2 U.S. Real Estate Investment Fund, LLC Dividend Reinvestment Plan Election RE: U.S. Real Estate Investment Fund, LLC ( "U.S. REIF ") Dividend Reinvestment Plan Pursuant to Section 5.3 of the U.S. REIF Limited Liability Company Agreement, U.S. REIF has elected to permit the reinvestment of cash distributions in additional Interests of U.S. REIF (the "DRIP "). This letter shall serve as notice to you of the establishment of such DRIP. Please note that your election to participate in the DRIP is optional. If you elect to participate in the DRIP, you may terminate such election in the future. Additionally, if you elect not to participate in the DRIP, you may elect to participate in the DRIP in the future. If in the future, you wish to terminate your participation in the DRIP or to commence to participate as the case may be, please notify the Manager as provided below: Intercontinental Real Estate Corporation Attn: Judy Chien 1270 Soldiers Field Road Boston, MA 02135 Please indicate your present election below by checking the appropriate box and executing this letter where indicated. Please return an original of this election form with the original subscription documents as outlined in the subscription package. 13 Elect to reinvest future cash distributions ❑ Do not, at this time, elect to reinvest cash distributions Investor Name: City of Clearwater Employees' Pension Plan Signature: /� 3 ��� (�z. �.s— Dated: May 18, 2 015 Print Name: Brian Jay Print Title: Finance Director Form W -9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. N es r0 fi 1 Name (as shown on your income tax return). Name is required on this line: do not leave this line blank. City of Clearwater Employees' Pension Plan 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusVestate single- member LLC ❑ Limited rrabitity company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership) ► li Note. For a single- member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classfcation of the single- member owner. Other (see instructions) • Municipality Pension Plan 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) 3 Exemption from FATCA reporting code (if any) (Applies re •urn,nts mantwrwd NANO! Me u. S 5 Address (number, street. and apt. or suite no.) 112 S. Osceola Avenue 5 City, state, and ZIP code Clearwater, FL 33756 Requester's name and address (optional) 7 bst account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your 11N in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entitles, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Social security number or Employer identification number 5 9 6 0 0 2 8 9 Part 11 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me); and 2. t am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA codes) entered on this form (if any) indicating that I am exempt from FATCA repotting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax retum. For real estate transactions, Item 2 does not apply. For mortgage interest paid acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person ► Date • May 1, 2015 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W -9 (such as legislation enacted after we release it) is at www.irs.govffw9. Purpose of Form An individual or entity (Form W -9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number ISSN, inrtividual taxpayer identification number (111N), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to. the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends. including those from stocks or mutual funds) • Form 1099 -MISC (venous types of income, prizes, awards, or gross proceeds) • Form 1099 -B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 -S (proceeds from real estate transactions) • Fonn 1099 -K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098 -E (student ban interest), 1098 -T (tuition) • Form 1099 -C (canceled debt) • Form 1099 -A (acquisition or abandonment of secured property) Use Form W -9 only if you are a U.S. person (including a resident alien). to provide your correct TIN. If you do not return Form W -9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable. you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form Of any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W -9 (Rev. 12.2014) Form PTE -EX Withholding Exemption Certificate for Members of a Pass- Through Entity Rev. 6/09 Massachusetts Department of Revenue Entity and member information Completion required. The pass- through entity will retain this certllicale In Its records tot possible inspection by the Commissioner. Name of pass- through entity Federal Identification number U.S. Real Estate Investment Fund, LLC 11-3786306 Address City/Town State Zip 1270 Soldiers Field Road Boston CIA 02135 Name of member Federal Identification or Social Security number City of Clearwater Employees' Pension Plan 59- 6000289 Member must complete either the Individual or organization certification. Check one box only. Individual Certification I hereby certify that I am exempt, for the reason indicated below, from withholding by the pass- through entity named above of which I am a member. 1 ❑ I am a Massachusetts resident. 2 0 I am a nonresident and I will be participating in nonresident composite returns prepared by the pass- through entity. Note: Part -year residents are not eligible to participate in a nonresident composite return. 3 ❑ I am a nonresident, and I agree to file any required tax retums and make quarterly estimated tax payments as required under M.G.L c. 62B. I accept personal jurisdiction in Massachusetts state courts for the determination and collection of taxes, including estimated tax payments, and related interest, penalties, and fees Imposed with respect to the distributive share from the pass- through entity. I understand that 1 must notify the pass- through entity of any changes in my exemption status no more than 30 days after my status changes. Signed under the penalties of perjury. Signature Date Organization Certification. Corporation, pass- through entity or any other organization. I hereby certify that my organization is exempt, for the reason indicated below, from wihholding by the pass- through entity named above of which my organization is a member. 1 [ My organization Is exempt from federal income tax under Internal Revenue Code section 501, and all of my organization's distributive share from the pass - through entity is exempt from Massachusetts tax under M.G.L. c. 62 or c. 63. 2 ❑ My organization is a corporation subject to Massachusetts tax Jurisdiction and it will tile its corporate excise returns including any distributive share from the pass- through entity. 3 ❑ My organization is a pass - through entity, trust, estate, or custodial account, and will be filing any required returns, reporting any distributive share, and making required estimated tax or withholding payments, as appropriate. 4 ❑ My organization is a pass- through entity that is a member of the pass- through entity named above and all members of my organization are exempt from withholding. I have exemption certificates from all of the members of my organization, and will timely obtain exemption certificates from new mem- bers. I will notify the pass - through entity named above if any member of my organization does not have exempt status. 5 0 My organization Is a pass - through entity that is a member of the pass - through entity named above. My organization will have no Massachusetts - source distributive share other than from the pass - through entity named above. The pass- through entity named above has agreed to accept exemption certificates from or withhold directly on my organization's members. A copy of this certificate, signed by an authorized representative of the pass- through entity named above and retained by my organization, will evidence that entity's agreement to withhold and report amounts withheld directly to my organization's members. Amounts withheld must also be reported to my organization. 6 0 My organization is exempt from tax on any distributive share from the pass - through entity because my organization is an insurance company. 7 ❑ My organization is a corporate limited partner in a limited partnership that is not subject to Massachusetts tax jurisdiction as described In 830 CMR 63.39.1(8)(b) or 830 CMR 63,39,1(8)(d), and my organization Is not a member of a combined group with any members that are subject to Massachu- setts tax jurisdiction. 8 0 My organization is a corporate limited partner in a limited partnership and is not, by itself, subject to Massachusetts lax jurisdiction as described in 830 CMR 63.39.1(8)(b) or 830 CMR 63.39.1(8)(d) and will not be filing its own corporate excise returns, but it is a member of a combined group with one or more members that are subject to Massachusetts tax jurisdiction, and one or more of those members will file corporate excise returns. I understand that I must notify the pass - through entity of any changes in my organization's exemption status no more than 30 days after Its status changes. Signed under the penalties of perjury. Signatu Title Date Finance Director May 18, 2015 U. S. REAL ESTATE INVESTMENT FUND, LLC SUBSCRIPTION DOCiTMENTS (AND PRIVACY NOTICE) INTERCONTINENTAL REAL ESTATE CORPORATION DIRECTIONS FOR THE COMPLETION OF THE SUBSCRUEMON DOCUMENTS Prospective investors roust complete the Subscription Agreement and Investor Questionnaire(the "Subscription Documents") contained in this package in the manner described below. For purposes of these Subscription Documents, the "Investor" is the person for whose account the Interests are being purchased. Another person with investment authority may execute the Subscription Documents on behalf of the Investor,but should indicate the capacity in which it is doing so and the name of the Investor. 1. Subscription agreement: a. Fill in the amount of the Investor's requested subscription on page 14. b. Date, print the name of the Investor and sign (and print name and title of signatory, if applicable) on page 14. 2. Investor Questionnaire: a_ In Section A on page 17, fill in the Investor's name, address, tax identification or social security number (if applicable) and telephone and facsimile numbers and provide all other requested information. b. In Section B on pages 18-19, check the box or boxes which are next to the category or categories under which the Investor qualifies as an "accredited investor" under the Securities Act of 1933,as amended. C. If the Investor is an entity, provide the information and respond to the questions in Section C on pages 19-20. d. In Section D on pages 21-22, check the box or boxes which are next to the category or categories under which the Investor qualifies as a "qualified purchaser" under the Investment Company Act of 1940, as amended. Please note that Investors must be "qualified purchasers"and"accredited investors"to be admitted to the Company. e. Respond to the questions and provide the information in Section E on page 22. f. Respond to the questions and provide the information in Section F on pages 22-23_ g_ Respond to the questions and provide the information in Section G on page 23. h. Respond to the questions and provide the information in Section H on pages 23-24. i. Print the name of the Investor and sign (and print name and title of signatory, if applicable)on page 25. 3. Tax Form: 1.T_S. Investors must complete, sign and date the attached Form Vii-9 in accordance with the instructions to the Form. Each non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate must complete, sign and date the attached Form W- 8BEN(or Form W-8IMY,if applicable)in accordance with the instructions to the Form. I 4. Evidence of Authorization: An Investor that is a corporation must submit certified corporate resolutions authorizing the subscription and identifying the corporate officer empowered to sign the subscription documents. A partnership must submit a certified copy of its partnership certificate (in the case of limited partnerships) or partnership agreement identifying the general partners. A trust must submit a copy of its trust agreement. An employee benefit plan must submit a certificate of an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Documents. (Entities may be requested to furnish other or additional documentation evidencing the authority to invest in the Company.) 5. Privacy Notice: Please carefully read our Privacy Notice attached hereto as Annex M. 6. Delivery of Subscription Documents: Please deliver two completed and signed copies of the Subscription Documents,together with any required evidence of authorization,as soon as possible to the Manager at the following address: Intercontinental Real Estate Corporation 1270 Soldiers Field Road Boston,MA 02135-1003 Attention: Peter Palandjian Telephone: (617)782-2600 Facsimile: (617)782-9442 Inquiries regarding subscription procedures should be directed to James M.Bradley,Esq. at(617)782-2600. If the Investor's subscription is accepted by the Manager, a fully executed set of the Subscription Documents will be returned to the Investor. i U. S. REAL ESTA'T'E INVESTMENT FUND,LLC SUBSCRIPTION AGRFEMENT Intercontinental heal Estate Corporation 1270 Soldiers Field Road Boston, Massachusetts 02135-1003 Ladies and Gentlemen: I. Subscription. "file undersigned (tile "investor") agrees to make a Capital Contribution to U. S. Real Estate Investment Fund, LLC (the "Company") in the aggregate amount set forth on the signature page hereto (the "Capital Commitment"). The Manager may accept Subscription Agreements from additional Members and additional Capital Commitments from existing Members at any time in its discretion. Unless waived by the Member, the Manager will be required to call the entire amount of a Member's Unfunded Capital Commitment before calling any portion of a subsequently accepted Capital Commitment. On any Capital Demand Date, the Member shall contribute any portion of its Unfunded Capital Commitment that is requested by the Manager in a Capital Demand Notice. When any Capital Contribution is accepted from a Member(a"Closing"), the Company will issue the Member such number of Interests as determined by dividing the Member's Capital Contribution by the Interest Price on the date of the applicable Closing, as explained in Section 3.2 of the LLC Agreement. As defined in the LLC Agreement, "Interest Price" shall mean, with respect to any date, the price per Interest as determined by dividing the Net Asset Value: as of such date by the number of Interests outstanding as of the date of the Net Asset Value calculation. The Investor acknowledges that this subscription: (i) is irrevocable; (ii) is conditioned upon acceptance by the Manager on behalf of the Company and may be accepted or rejected in whole or in part by the Manager in its sole discretion; and (iii) will expire if not accepted by the Manager on or prior to 12 months from the date hereof. The Investor agrees to be bound by all the terms and provisions of the Limited Liability Company Agreement of the Company (as amended from time to time, the "LLC Agreement") in substantially the form accompanying this Subscription Agreement. Capitalized terms not defined herein are used as defined in the LLC Agreement. The initial closing (the "Initial Closing') shall occur after the Company and each of the Parallel Funds have an aggregate of at least $50 million in Capital Commitments from Investors that are not affiliates of Intercontinental Real Estate Corporation, or at such later time as the Manager shall determine in its sole discretion. The minimum Capital Commitment that may be accepted by the Manager from any institutional investor is$2 million,although the Manager may accept smaller Capital Commitments in its sole discretion. 2. Repress nlations, Warranties and Covenants of the Investor. To induce the Company to accept this subscription,the Investor represents,warrants and covenants as follows: (a) The Investor has been furnished and has carefully read the Private Placement Memorandum relating to the Company (as amended or supplemented througli the date Hereof the "Memorandum"), including the matters set forth under the captions "Certain investment Considerations and Risk Factors," "Certain Conflicts of Interest" and "Certain 1RISA Considerations" in the Memorandum, and a form of the LLC Agreement (collectively, the Memorandum, the LLC Agreement and this Subscription Agreement and any supplements or amendments thereto constitute the"Offering Documents"). (b) 'File Investor is aware that (1) no federal, state,local or foreign agency has passed upon the Interests or made any finding or determination as to the fairness of this investment; (ii) investment returns set forth in the Memorandum or in any supplemental disclosures or material 3 thereto are not necessarily indicative of the returns, if any,which may be achieved on investments made by the Company and (iii) although such investment returns are projected returns that are based upon cash flow projections and assumptions believed to be reasonable by the Manager, such assumptions may not be realized, causing actual returns to be lower than those projected. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Interests,is able to bear the risks of an investment in the Interests (including a complete loss of such investment), and understands the risks of, and other considerations relating to, a purchase of an Interest. (c) The Investor represents and warrants to the Company and the Manager that all information which the Investor has proNrided to the Company, including the information in the Investor Questionnaire attached hereto (the "Investor Questionnaire-), is correct and complete as of the date hereof. (d) The Interests to be acquired hereunder are being acquired by the Investor for the Investor's own account for investment purposes only and not with a view to resale or distribution. (e) The investor understands that the Interests have not been registered under the laws of any jurisdiction(including the Securities Act of 1933,as amended (the"Securities Act"), the laws of any state of the United States of America or the laws of any foreign jurisdiction)nor is such registration contemplated. The Investor understands and agrees further that the Interests may not be offered, resold, pledged or otherwise transferred unless they have been registered under the Securities Act and any applicable state or other securities laws or unless an exemption from such registration is available. Even if such an exemption is available, the assignability and transferability of the Interests will be governed by the LLC Agreement, which restricts any transfers without the consent of the Manager, which consent may be given or withheld in its sole discretion. The Investor understands that legends stating that the interests have not been registered under the Securities Act and any applicable state or other laws and setting out or referring to the restrictions on the transferability and resale of the Interests will be placed on documents evidencing the Interests, if any. (.f) The Investor acknowledges and understands that the Company may (i) decline to accept any subscription for additional Interests and (ii) prohibit outstanding Interests from being offered,resold,pledged or otherwise transferred, if as a result,the Company would be required to register the Interests pursuant to Section I2(g) of the Securities Fxchange Act of 1934, as amended. (g) The Investor understands that the Company will not be registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Accordingly, the Investor represents and warrants, except to the extent otherwise previously specifically disclosed to the Manager in writing by the Investor, that: (i) the Investor is a "qualified purchase" as that term is defined under the Investment Company Act; and (ii) the Investor is,and the Interests to be held by it in the Company will be considered to be beneficially owned by, one"person" for purposes of Section 3(c)(1) of the Investment Company Act. (]r) The undersigned acknowledges receipt of copies of Part II of the Form ADV of Intercontinentai Real Estate Corporation and the Company's quarterly reports for each period after the Initial Closing. 4 (i) The Investor understands that the distribution of the Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. The Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or.jurisdiction. This offering does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. The Interests may not be offered or sold, directly or indirectly, and the Memorandum may not be distributed, in any_jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction, 0) Other than as set forth in the Offering Documents and any separate agreement in writing with the Company executed in conjunction with the Investor's subscription for Interests, the Investor is not relying upon any other infonnation, representation or warranty by the Company, the Manager or any of their respective agents or representatives in determining to invest in the Company and the Investor understands that the Memorandum is not intended to convey tax or legal advice. The Investor has consulted to the extent deemed appropriate by tite Investor with the Investor's own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Investor. The Investor's overall contribution to the Company and other investments which are not readily marketable is not disproportionate to the Investor's net worth and the Investor has no need for immediate liquidity in the Investor's investment in Interests. (k) If the Investor is an entity, the Investor: (i) is duly formed and validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to enter into this Subscription Agreement,the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests, and to perform its obligations thereunder and consummate the transactions contemplated thereby; and (iii) the person signing this Subscription Agreement oil behalf of the Investor has been duly authorized to execute and deliver this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests. (1) If the Investor is an individual, the Investor has all requisite legal capacity to acquire and hold the Interests and to execute, deliver and comply with the teems of each of this Subscription Agreement, the U.0 Agreement and each other document required to be executed and delivered by tine Investor in connection with this subscription for Interests. (m) The execution and delivery by the Investor, and compliance by the Investor with this Subscription Agreement, the LLC Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Interests does not conflict with, or constitute a default under, any instruments governing the Im,estor, any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor is bound. This Subscription Agreement has been duly executed by the Investor and constitutes, and the LLC Agreement, when the Investor is admitted as a Member, will constitute, a valid and legally binding agreement of the Investor. (n) (i) Unless it has so indicated in paragraph C(4) (on pages 19-20) of the Investor Questionnaire, the Investor is not, and is not acting on behalf of, (A) an employee benefit plan within the meaning of Section 3(3) of ERISA; (I3) a "plan" described by Section 4975 of the Code (including Individual Retirement Accounts and Keogh Plans); or (C) all entity which is 5 deemed to hold the plan assets of any of the foregoing pursuant to 24 C.F.R, 25I0.3-101 (each of the foregoing, a "Plan"); (ii) if the Investor is, or is acting on. behalf of, a Plan: the fiduciary trustee or other person signing this Subscription Agreement on behalf of the Investor is independent of the Manager and is not relying on the Manager to provide,and it has not provided, any kind of investment advice with respect to the Investor's purchase. (o) The Investor was offered the Interests through private negotiations, not through any general solicitation or gencra.l advertising (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, newsletter,internet forum or similar media or broadcast over television, internet or radio, or any seminar or meeting whose attendees have been invited by means of any general solicitation or general advertising) and in the state listed in the Investor's permanent address set forth in the Investor Questionnaire attached hereto or previously provided to the Manager and intends that the securities laws of that state govern the Investor's subscription. (p) Except as indicated in a writing attached hereto by the Investor, no statute, rule, regulation, administrative procedure of general applicability or order of any federal, state or other regulatory agency or other governmental body to which the Investor is subject would prohibit the Investor from investing in one or more of the investments fall irng within the investment objectives of the Company. (q) The Investor agrees to provide a completed copy of Exhibit A listing the name of each person who directly, or indirectly through intermediaries, is the beneficial owner of 251/4 or more of any voting or non-voting class of equity interests of the Investor, (r) (i) The Investor has reviewed the website of the U.S.Treasury Department's Office of Foreign Assets Control ("OFAC")', and conducted such other investigation as he or it deems necessary or prudent, prior to nnaking these representations and warranties.` (ii) The Investor is not aware of any facts or circumstances that would reasonably be expected to lead Investor to believe that any of the funds tendered for the acquisition of the Interests are directly or indirectly derived from activities that may contravene U.S. federal,state or non-U.S.laws and regulations,including anti-money laundering laws. (iii) The Investor understands and agrees that the investment of funds is prohibited by or restricted with respect to any persons or entities that. (i) are acting, directly or indirectly on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any of the OFAC lists; (ii) reside or have a place of business in a country or territory named on any of such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering The lists of OFAC prohibited countries, territories, persons and entities may be found on the OFAC website at<www.ustreas.gov/ofac>. '- U.S. federal regulations and executive orders administered by OFAC prohibit,among other things, engaging in transactions with,and the provision of services to,certain foreign countries,territories,entities and individuals. These individuals include specially designated nationals,specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 6 ("FATF');, or whose subscription funds are transferred from or through such a jurisdiction; (iii) are "Foreign Shell Banks" within. the meaning of the USA PATRIOT Act; or (iv) reside in or are organized under the laws of a jurisdiction designated by the U.S. Secretary of the Treasury under Section 31.1 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.' Such persons or entities in (1) through (iv)are collectively referred to as"Restricted Petwns". The Investor is not and the Investor is not aware of any facts or circumstances that would reasonably be expected to lead the Investor to believe that any investors in the Investor or any person controlling, controlled by, or under common control with'the Investor, or for whom the Investor is acting as agent or nominee in connection with the acquisition of the.Interests, is a Restricted Person. (iv) The Investor acknowledges and understands that the Company, in its discretion, may decline to accept any subscription for the Interests by a person who is a "Covered Person" within the meaning of the Guidance on Enhanced Scrutiny for Transactions that May Involve the Proceeds of Foreign Official Corruption, issued by the Department of the Treasury, et al., January, 2001, e.g., a senior foreign political figure', or an itnmediate family tnember' or close associates of a senior foreign political figure. Accordingly, the Investor agrees to inform the Company, prior to the acquisition of any 3 The Iist of Non-Cooperative Jurisdictions may be found at<www.oecd.org/fatf>. 4 The list ol'thesc jurisdictions may be found at Cwww.ustreas.govlfincen>. s For the purposes of this section,"control"means the power,directly or indirectly,to direct the management or policies of a person,whether through ownershi1)of securities, by contract.or otherwise. .Each of Investor's officers,partners,or directors exercising executive responsibility(or persons having similar status or functions)is presumed to control Investor. .A person is presumed to control a corporation if the person:(i)directly or indirectly has the right to vote 25 percent or more of a class of the corporation's voting securities;or(ii)has tic power to sell or direct the sale of 25 percent or more of a class of the corporation's voting securities. .A person is presumed to control a partnership if the person has the right to receive upon dissolution, or has contributed,25 percent or more of the capital of tlt.e partnership. ■A person is presumed to control a limited liability company("LLC")if the person: (i)directly or indirectly has the right to vote 25 percent or more ofa class of the interests of the LL.C;(ii)has the right to receive upon dissolution,or has contributed,25 percent or more of the capital of the I..I.C;or (iii)is an elected manager of the l..i_C. •A person is presumed to control a trust if the person is a trustee or managing agent of the trust. A"senior foreign political figure"is defined as a senior official in'the executive,legislative,administrative. military or judicial branches of a foreign government(whether elected or not),a senior offi cial of a major foreign political party,or a senior executive of a foreign government-owned corporation.In addition,a"senior foreign political figure"ineludes any corporation,business or other entity that has been formed by,or for the benefit of,a senior foreign political figure. "Immediate family"of a senior foreign political figure typically inchtdes the figure's parents,sibiings, spouse,children and in-laws. s A"close associate"of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure,and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 7 Interests, if the Investor is aware of any facts or circumstances that would reasonably be expected to lead Investor to believe that any investors in Investor or any person controlling, controlled by, or under common control with the Investor, or for whore the Investor is acting as agent or nominee in connection with the acquisition of the Interests, is a Covered Person. (v) The Investor agrees to provide any information deemed necessary by the Company or the Manager, each acting in its sole discretion, to comply with its anti- money laundering responsibilities and policies to the extent required by law and subJect to appropriate confidentiality agreements. (vi) The Investor authorizes and permits the Company and the Manager, each using its own reasonable business judgment, to report information about the Investor to appropriate authorities, and the Investor- agrees riot to hold them liable for any loss or injury that may occur as the result of providing such information. (vii) The Investor agrees that,in the event of a material change with respect to the information provided in connection with the purchase of the Interests, the Investor will provide the Company promptly with updated infortnation affected by the material change. (viii) The Investor agrees that, notwithstanding any other statement to the contrary in any agreement into which the Investor has entered which relates to the Company or in any prospectus or private placement memorandum of the Company, if the Company or the Manager determines that the Investor has appeared on a list of known or suspected terrorists or terrorist organizations compiled by any U.S. or foreign governmental agency, or that any information provided by the investor in this Subscription Agreement was not,at the time it was given,or,is no longer,materially true or accurate, the Company and the Manager, and each of them, without limiting any other rights available to either of them under this Subscription Agreement or the LLC Agreement, shall be authorized to take any action as shall be necessary or appropriate to comply with applicable law, including but not limited to, removing the Investor from the Company and/or notifying the federal authorities. (ix) investor encloses with this Subscription Agreement either; A. a certified copy or copies of the relevant passport or passports together with any other docutnentation of identity providing detailed verification of the investor's identity;or B. a certi fed copy or copies of the certificate of incorporation(or other document evidencing the existence of the legal entity)with evidence of any name changes,resolutions or other evidence of the authority of officers to sign on behalf of the corporate entity and any other relevant documentation, whichever is appropriate in order that the Company aright comply with legislation for the prevention of money laundering from time to time in force. (s) Beginning upon the date hereof and during any period that the Investor owns Interests in excess of the Ownership Limit, no Person who is treated as an individual under 8 Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) that is a direct or indirect member of the Investor (i) Beneficially Owns, or in the future will Beneficially Own, more than 9.8% in value of the Investor or (ii) Beneficially Owns, or ur the future will Beneficially Own, as a result of the Investor's Interests, Interests in excess of the Ownership Limit. For purposes of this representation, "Beneficially Owns" shall mean ownership by a Pei-son who would be treated as an owner of the Investor either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h) of the Code. After the date hereof the Investor will immediately notify the Company of the date on which any of the foregoing representations and covenants in tilts Section 2(s) are no longer true and correct in all respects. The Investor understands that any Breach of a representation or covenant contained in this Subscription Agreement will automatically cause the waiver granted by the Company in Section 3(e) below with respect to the Interests to immediately cease to be effective to the extent necessary to cause such representation or covenant to he true and correct and, to the extent necessary to cause such representation or covenant to be true and correct, all (or a portion on the Interests owned by the Investor shall be subject to Article 7 of the LLC Agreement. (t} The Investor represents and wan-ants, except to the extent otherwise previously specifically disclosed to the Manager in writing by the Investor, that the Investor is a "qualified client"as that tenn is defined under the Investment Advisers Act of 1944,as amended. 3. Rej)resentations of the Afanagei- and the Conrprrrrv. Each of the Manager and the Company hereby jointly and severalty represent and warrant that: (a) The Company is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in the Memorandum. The Manager has all requisite power and authority to act as manager of the Company and to carry out the terms of this Subscription Agreement and the I,LC Agreement. (b) The execution, delivery and performance of this Subscription Agreement have been authorized by all necessary action on behalf of the Company. The execution, delivery and performance by the Manager of the LLC Agreement have been authorized by all necessary action on belhal f of the Manager. (c) The LLC Agreement is a valid and binding obligation of the Manager, and enforceable against the Manager in accordance with its terms, subject to the effects of. (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally; (ii)principals of equity (regardless of whether considered and applied in a proceeding in equity or at law), (iii)the law of fraudulent transfer, (iv) public policy; (v) applicable law relating to Fiduciary duties; and (vi) judicial imposition ol'an implied covenant of good faith and fair dealing- (d) The execution and delivery of the Offering Documents and the consummation of the transactions contemplated thereby will not conflict with or result in any violation of or default under any provision of[lie organizational documents of the Manager, or any agreement or other instrument to which the Company or the Manager is a party or by which either of them, or any of their properties, arc bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Company or the Manager or the business or the properties of either of there. 9 W Subject to Section ?(s), and based on the Investor's representations and agreements in this Subscription Agreement, the Company will waive the Ownership Limitation for the Investor with respect to any Interests by adopting a resolution of the Manager in the form attached to this subscription as Exhibit B hereto and there will be established an Ownership Limit waiver for the Investor. 4. Tax Infbrnaation. The Investor, if a U.S. investor, certifies that: (a)(i) the Investor's name, taxpayer identification or social security number and address provided in the Investor Questionnaire are correct; and (ii) the Investor will complete and return with this Subscription Agreement IRS form W-9, Payer's Request for Taxpayer Identification Number and Certification; and (b)(i) the Investor is not a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Internal Revenue Code of 1986,as amended); and (ii) the Investor will notify the Company within 60 days of a change to foreign status and the new country of residence. If the Investor is a non- resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate ("non- U.S. Investor"), then the non-U.S. Investor certifies that: (a)(i) the non-U.S. Investor's name and address provided in the investor Questionnaire are correct; and(ii) the non-U.S. Investor will complete and return with this Subscription Agreement IRS Form W-SBEN (or Form W-8IMY, if applicable); and (b) the non- U.S. Investor will notify the Company within 60 days of a change in such status. The Investor agrees to execute properly and provide to the Company in a timely manner any tax documentation that may reasonably be required by the Manager in connection with the Company. S. Further 1Retrreventrations rand,4ssrarance.s. (a) All infonnation which the Investor has provided to the Company, including tote information in the Investor Questionnaire, is con-eel and complete as of the date hereof, and the Investor agrees to notify the Manager immediately if any representation or warranty contained in this Subscription Agreement, including the Investor's response to the Investor Questionnaire, becomes untrue or inaccurate at any time. The Investor agrees to provide such information and execute and deliver such documents as the Company may reasonably request to verify the accuracy of the Investor's representations and warranties liereirr, to comply with any law or regulation to which the Company may be subject or for any other reasonable purpose. (b) The Investor has carefully read and understands the terms of the Offering Documents and the Manager, on behalf of the Company, has made available to the Investor all other documents that the Investor has requested relating to an investment in the Interests, has afforded the Investor- the opportunity to discuss the investment with and to ask questions of the Manager and has provided answers to all of the Investor's questions concerning the offering of the Interests. The Manager, on behalf of the Company, has also afforded the Investor the opportunity to obtain any additional nonproprictary information (to the extent the Company possesses such information or can acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information in the Memorandum. In evaluating the suitability of all investment in the Interests, the Investor has not received or relied upon any representations or other information (whether oral or written) made or provided by the Company or the Manager, other than as set forth in the Offering Documents, the Company's quarterly reports described above or such other information supplied at the request of the Inves€or as aforesaid. (c) The investor hereby acknowledges having reviewed and fully understood the restrictions on purchase, ownership and resale described in the Memorandum and the LLC Agreement and agrees to respond promptly to each questionnaire from the Manager requesting information as to the ownership of the Investor's interest in the Company and agrees to provide 10 the Manager with such other documents, declaration and other evidence or information as the Manager may reasonably request. 5. Power ofAttarne-v. The Investor, by executing this Subscription Agreement,hereby appoints the Manager and any successor of it, with full power of substitution, as the Investor's true and lawful representative and attorney-in-fact, and agent of the Investor to execute, acknowledge, verify, swear to, deliver,record and file, in the Investor's name,place and stead: (a) all certificates and other instruments, including the LLC Agreement, and any amendments thereto made in accordance with the LLC Agreement or to the certificate of formation of the Company, which the Manager deems appropriate to (i) form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct business (including, without limitation, any filing for the purpose of admitting the Investor and others as members and describing their initial or any increased Capitai Contributions), (ii) admit the Investor as a Member in accordance with the terms of the LLC Agreement, (iii) effect the addition, substitution or removal of any Member or the Manager pursuant to the LLC Agreement or (iv) effect an amendment or modification to the LLC Agreement adopted in accordance with the terms of the LLC Ag=reement; (b) any instrument, certificate or other document which may be deemed necessary or desirable to effect the winding-up and termination of the Company(including, without limitation, a certificate of cancellation), in accordance with the terms of the LLC Agreement; (c) any other business certificate, fictitious name certificate, amendment thereto, or other instrument or document of any kind necessary or desirable to accomplish the business, purpose and objectives of(lie Company, and in each case required by any applicable law;and (d) any tax elections, tax information statements and other tax documentation for the Company as may from time to time be deemed necessary, desirable or appropriate by the Manager. This power of attorney is coupled with an interest, is irrevocable and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the investor. This power of attorney (x) shall survive the transfer or assignment by the Investor of all or any portion of its Interests and any transferee or assignee of an Interest does hereby constitute and appoint the Manager its attorney-in-fact in the same manner and with the same force and for the same purposes as the transferor or assignor and (y) may be exercised by the Manager on behalf of the Investor and any donee by a facsimile signature or by listing the Investors and the donees executing any instrument with a single signature as attorney-in-fact for all of then(. 7. Indenwity. To the fullest extent permitted under applicable law, the Investor agrees to indemnify and hold harmless the Company, the Manager and their respective Affiliates from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this Subscription Agreement (including the Investor Questionnaire attached hereto) or in any agreement executed by the Investor with the Company or the Manager in connection with the Investor's investment in Interests. Notwithstanding any provision of this Subscription Agreement, the Investor does not waive any rights granted to it under the LLC Agreement or applicable securities laws. ERISA or any other laws the applicability of which is not permitted to be contractually waived. S. AYs gnnient; Survival; Quavionnaire. This Subscription Agreement is not assignable by the Investor without the prior written consent of the Manager, which may be given or withheld in the I Manager's sole discretion. The representations and warranties made by the Investor in this Subscription Agreement (including the .investor Questionnaire attached hereto) shalt survive the closing of the transactions contemplated hereby and any investigation made by the Company or the Manager. The Investor Questionnaire, including without limitation the representations and warranties contained therein, is an integral part of this Subscription Agreement and shall be deemed incorporated by reference herein. 9. Coq licis n)''Interest; Waiver. All Investors acknowledge and agree that certain of than have previously been represented by, are presently represented by, or in the future may be represented by Mayer, Brown, Rowe & Maw LLP and to the extent any conflicts of interest exist or arise from such relationship and of Mayer, Brown, Rowe & Maw LLP's representation of, or work performed for, the Company in connection with the transactions contemplated hereby, each Investor hereby waives any such conflict by executing this Subscription Agreement. 10. Fol-All Non-U.S. Inicwtors Generally. It is the responsibility of any Persons wishing to subscribe for Interests to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of these securities, and any foreign exchange restrictions that may be relevant thereto. H. F_.vpenses. The Company shall pay all of its expenses and all expenses of the Manager in connection with the transactions contemplated by this Subscription Agreement and in connection with any amendments, consents or waivers (whether or not the same become effective) tinder or in respect of this Subscription Agreement and the Memorandum, including, without limitation: (a) the costs of the Company's counsel in preparing and reproducing this Subscription Agreement and all other documents delivered to Investors by or on behalf of the Company; (b) all taxes (including interest and penalties, if any) that may be determined to be payable in respect of the sale of the interest in the Company contemplated by this Subscription Agreement to the Investor; and (c) all costs of the Company's perfornnance of and compliance with this Subscription Agreement. 12. ArFmendinents. This Subscription Agreement may be amended only with the written approval or consent of the Manager and the Investor. 13. Succcssofs. Except as otherwise provided herein, this Subscription Agreement shall inure to the benefit of and be binding upon, the parties hereto and their legal representative, heirs, successors and assigns. 14. Govei-ring Law; Sevei-abiliti% This Subscription Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the Slate of Delaware, and, to the maximum extent possible, in such manner as to comply with all the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et sea., as amended. If it is determined by a court of competent jurisdiction that any provision of this Subscription Agreement is invalid under applicable lase, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Subscription Agreement. 15. Notices. For purposes of this Subscription Agreement,a notice shall mean any writing containing the information required by this Subscription Agreement to be communicated to a Person and personally delivered to such Person or sent by facsimile or similar electronic means, overnight courier or registered or cert.ified mail, postage prepaid, return receipt requested; (i) if the Investor, at the address set forth on the signature page or to such other address as has been indicated to the Manager in waiting; and (ii) if to the Manager or the Company, at its address set forth in the Memorandum or to such other address as has 12 been indicated to the Investors in writing. Any notice shall be deemed to have been duly given if personally delivered or sent by certified, registered or overnight mail or courier or by e-mail or facsimile transmission confirmed by letter, and shall be deemed received, unless earlier received, (a)if sent by certified or registered mail,return receipt requested, three business days after the (late sent, (b) if sent by overnight mail or courier, one business day after the date sent, (c) if sent by e-ilaail or facsimile transmission, on the date sent (provided that confirmed receipt is obtained), and (d) if delivered by hand, on the date of receipt. 16. No Third Parij, Bengefzciaries. Except as specifically set forth herein, this Subscription Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies. 17. Waiver. No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Subscription Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof. 18. Reafrinalion. Upon any additional Capital Contribution from the Investor being accepted in accordance with the I,LC Agreement, the Investor shall automatically be deemed to have reaffirmed, restated and reacknowledgcd the agreements, acknowledgments, representations, warranties and other obligations set forth in this Subscription Agreement. 19. En ire Agre eincnt; Counterparts. This Subscription Agreement (including all exhibits and schedules hereto), together with the LLC Agreement (including all exhibits and schedules thereto), contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, arrangements, understandings, proposals, representations and warranties with respect thereto. This Subscription Agreement may be executed in any number of counterparts, any one of which treed not contain the signature of more than one party,but all of such counterparts together shall constitute one and the same agreement. [remainder of page left intentionally blank] 13 IN WI'TNESS WHEREOF, the undersigiied has executed this Subscription Agi-ecinctit on the date set forth below. Attest to the City of Clearwater rf r Capital Commitment: US$10,000,000.00 May 18�, 2015 Date: Rosemarie Call, City Lty INDIVIDUAL INVESTOR: ENTITY INVESTOR: City of Clearwater Employees' Pension Plan (Name ofindividual) (Name of"l-,Intity) By: (Signature) (Sigmature) Nalne* George N . Cretekos (Name,Of Spouse if joint Investor) Title: Chairpersori (Signature of Spouse ifjoint Investor) Approved as to Form: ACCEPTANCE OF SUBSCRIPTION to be filled out oral by the Manager -Y M a—t -A"-s­s' t y W FtV The Manager hereby accepts the above application for subscription flor Interests on beha"T(l of the Atty Company and the Investor is admitted to the Company as a Member as of the date set forth below. U. S. REAL l�,,S'I'iVI'F-' INVESI'M];N'I' FIJNI), LIX By: Intercontinental Real Estate Corporation, its Manager 0 --J–v Date: By: Name: Peter Palanqjian Title: President and Treasurer 14 EXHIBIT A TO SLiBSCRIPTIQN AGREEMENT BENEIaICIAL OWNERSHIP INFORMATION Instructions: Please complete and return this Exhibit A and provide the name of every person who is directly,or indirectly through intermediaries,the beneficial owner of 25%or more of any voting or non- voting class of equity interests of the Investor. If there are no 25%beneficial owners,please write None. Principal Place of If Investor is an Individual,Insert Business(for Entities)or Nance and Address of Principal Citizenship Full Nance Employer and Position (for Individuals) City of Clearwater 100 S. Osceola Dr. Employees' Pension Plan None Clearwater, FL, 33756 15 ExIEIIBIT L TO SUBSCRIPTION AGREEMENT OWNERSHIP LIMIT WAIVER RESOLU'T'ION In accordance with Section 7.12 of the LLC Agreement, the Manager hereby determines that, effective as of the execution of a Subscription Agreement by City of Clearwater Employees' Pension Plan (the"Investor'): (i) The Manager waives,effective as of the date hereof,the Ownership Limit(as defined in the LLC Agreement)�Mth respect to the Interests (as defined in the LLC Agreement) held by the Investor. (ii) If at any tune, (a) a Person(as defined in the LLC Agreement)who is treated as an individual for purposes of Section 542(a)(2)of the Code(determined after taking into account Section 856(h)of the Code) would be considered to Beneficially Own,as a result of the Investor's Interests(as defined in the LLC Agreement), Interests in excess of the Ownership Limit by reason of the Investor's ownership of Interests in excess of the Ownership Limit; or (b) the ownership of Interests in excess of the Ownership Limit by the Investor shall result in the Company failing to quality as a REIT under the Code (treating the Company as if it otherwise qualified as a REIT solely for this purpose); them the waiver of the Ownership Limit granted under this resolution shall be rescinded immediately and without prior notice,and Interests held by the Investor shall be treated as is provided by Section 7.3 of the LLC Agreement. 16 INVESTOR QUESTIONNAIRE A. General Information 1. Print Full Name of Investor. Individual; First Middle Last Partnership,Corporation,Trust,Custodial Account, Other: City of Cleanvater Emplayees' Pension Plan Name of Entity 2. Address For Notices: 100 5. Myrtle Avenue Clearwater, FL 33756 3. Name of Primary Contact Person: Jay Ravins 4. Telephone Number: 727-562--4538 727 .562-4535 5, Facsimile Number: �. E-Mail Address; j ay.ravinsr_=myclearwa'ter.com � 7. Permanent Address: of different from Address for Notices above) S. U.S.Taxpayer Identification or 59-6000289 Social Security Number(if applicable): Brian Jay Ravins 9. Authorized Signatoiy. Title: Finance Director 727-562-4538 Telephone Number: 727-562-4535 Telecopier/Facsimile Number: 17 B. Accredited Investor Status The Investor represents and warrants that the Investor is an"accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and has checked the box or boxes below which are next to the category or categories under which the Investor qualifies as an accredited investor: FOR INDIVIDUALS: ❑ (a) A natural person with individual net worth (or joint net worth with spouse) in excess of $1,000,000. For purposes of this item,"net worth"means the excess of total assets at fair market value,i ncl uding home, (tome furnishings and automobiles (and including property owned by a spouse),over total liabilities. ❑ (b) A natural person with individual income (without including any income of the Investor's spouse) in excess of$200,000, or joint income with spouse of$300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year. FOR INDIVIDUALS AND ENTITIES: ❑ (c) A director or executive officer (as defined in Regulation D under the Securities Act) of the Company. FOR ENTITIES: ❑ (d) A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. 11 (c) An insurance company as defined in Section 2(13)of the Securities Act. ❑ (f) A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. ❑ (g) An investment company registered under the Investment Company Act of 1940, as amended(the"Investment Company Act'). ❑ (h) A business development company as defined in Section 2(a)(48) of the Investment Company Act. ❑ (i) A small business investment company Iicensed by the Small Business Administration under Section 301(c)or(d)of the Small Business Investment Act of 1958. ❑ (j) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940,as amended (the"Advisers Act"). ❑ (k) An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Interests,with total assets in excess of$5,000,000. 18 ❑ (1) A trust with total assets in excess of$5,000,000 not formed for the specific purpose of acquiring Interests, whose purchase is directed by a sophisticated person with such knowledge and experience in financial and business matters as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act as to be capable of evaluating the merits and risks of an investment in the Interests. ❑ (in) An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") if the decision to invest in the Interests is made by a plan fiduciary, as defined in Section 3(2 1) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. CSI (a) A plan established and maintained by a state, its political subdivisions, or any agency or inst-rumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of 55,000,000. ❑ (o) An entity in which all of the equity owners are accredited investors as determined under any of the paragraphs (a)through (n)above. C. Supplemental.Data for Entities 1. If the Investor is an entity, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity(trust,corporation,partnership,etc.): Corporation (municipality) Jurisdiction of organization: Pinellas County, Florida 2. Was the Investor organized for the specific purpose of acquiring Interests? ❑ Yes ® No 3, Are shareholders, partners or other holders of equity or beneficial interests in the Investor able to decide individually whether to participate,or the extent of their participation, in the Investor's investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interests in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? ❑Yes IM No 4. (a) Please indicate whether or not the Investor is, or is acting on behalf of: (i) an employee benefit plan within the meaning of Section 3(3) of ERISA; (ii) a "plan" described in Section 4975 of the Code (including Individual Retirement [Tans and Keogh Plans); or (iii) an entity which is deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. § 2510.3-101 (each a"benefit plan investor"). IN Yes ❑No 19 (a) If the Investor is a plan, is it a self-directed plan? ®Yes ❑ No (b) Is the Investor subject to Title I of);LISA? ❑ Yes M No 5. Does the Investor- (or any affiliate) have discretionary authority or control, or provide investment advice for a fee (direct or indirect), with respect to the assets of the Company? For purposes of this question (i) an "affiliate" of a person includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person and (ii) "control", with respect to a person other than an individual, means the bower to influence the management or policies of such person. ❑ Yes ® No 6. Does the amount of the Investor's subscription for Interests in the Company exceed 40% of the total assets of the Investor? ❑ Yes 0 No 7. Would the Investor he an "investment company"but for reliance on an exclusion from the definition of"investment company" in Section 3(c)(1) or Section 3(c)(7)under the Investment Company Act? ❑ Yes ® No R. (a) Is the Investor a grantor trust, a partnership or an S-Corporation for U.S. federal income tax purposes? ❑ Yes 0 No (b) if the question above was answered"Yes,"please indicate whether or not: (i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any tirne during [lie term of the Company be) attributable to the Investor's (direct or indirect) interest in the Company, or ❑ Yes ❑ No (ii)it is a principal purpose of the Investor's participation in the Company to permit the Company to satisfy the 100 partner limitation contained in U.S. Treasury Regulation Section 1.77Q4- 1(h)(3). ❑ Yes ❑ No 9. On what date does the Investor's tax year end? Municipality not subject to income tax (Date) 20 D. Qualified Purchaser Status The Investor represents and warrants that the Investor.is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder and has checked the box or boxes below which are next to the category or categories under which the Investor qualifies as a qualified purchaser. In order to complete the following information,the Investor must read Annexes I and 11 to this Investor Questionnaire for the definition of"investments" and for information regarding the valuation of "investments," respectively. The Investor agrees to provide such further information and execute and deliver such documents as the Company may reasonably request to verify that the Investor qualifies as a "qualified purchaser." If the Investor is not able to check any of the boxes set forth below,please contact for details of any additional investor information that may be required. ❑ (a) A natural person (including any person who holds a_point, community property or other similar shared ownership interest in the Company with that person's qualified purchaser spouse)who owns not less than$5,000,000 in"investments." ❑ (b) A company" that. (i) was not formed for the specific purpose of investing in the Company; (ii)owns not less than$5,000,000 in"investments,"and (iii) is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons (including former spouses), the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a "Fami i Com an "). ❑ (c) A trust that is not covered by (b) above and that was not formed for the specific purpose of investing in the Company, as to which the trustee or other person authorized to make decisions with respect to the trust, and each scttlor or other person who has contributed assets to the trust,is a person described in clause (a),(b),or(d)of this Section D. 0 (d) A person or company that was not formed for the specific purpose of investing in the Company, acting for its own account or the accounts of other qualified purchasers,who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in "investments." ❑ (e) A qualified institutional buyer as defined in paragraph (a) of Rule 144A under the Securities Act that was not formed for the specific purpose of investing in the Company, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser; provided that the Investor is not(i)a dealer described in paragraph (a)(1)(ii)of Rule 144A that owns and invests an a discretionary basis less than $25 million in securities of issuers that arc not affiliated persons of the dealer; or (ii) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A,or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, and whose investments are participant-directed,unless the decision to invest in the Company is made solely by the fiduciary, trustee or sponsor of such plan. ❑ M A company,each beneficial owner of the securities of which is a qualified purchaser. As used herein,"company"shall mean a corporation,a limited liability company,a partnership,an association,a joint-stock company,a trust,or any organized group of persons,whether incorporated or not,or any receiver,trustee in a case under Title 1 I of the United Slates Code,or similar official,or any liquidating agent for any of[lie foregoing,in his or her capacity as such. 21 If the Investor relies on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for its exclusion from being deemed an investment company, the Investor hereby represents and warrants that it has obtained the consent to its treatment as a qualified purchaser fi•om the appropflate beneficial owners of its securities in accordance with the requirements of Section 2(a)(5 1)(C) of and Rule 2a51-2 under the Investment Company Act. Further, the Investor hereby consents to the treatment of the Company as a qualified purchaser, and represents and warrants that it has obtained the consent for such treatment from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C)and Rule 2a51-2 under the Investment Company Act. E. Relater! Parties 1. To the best of the Investor's knowledge, does the Investor control, or is the Investor controlled by or under common control with,any other investor in the Company? ❑ Yes 129 No If the question above was answered"Yes,"please identify such related investor(s)below. Names) of related investor's): 1 Will any other person or persons have a beneficial interest in the Interests to be acquired hereunder (other than as a shareholder,partner or other beneficial owner of equity interests in the Investor)'? El Yes LlNo F. Certain Additional Tax Information Additionally, for U.S. tax planning purposes, the following information is requested. Please check all categories applicable for U.S. tax purposes. ❑ 1. U.S.citizen. ❑ 2. U.S.resident. lJ 3, Qualified pension,profit sharing or stock bonus plan,as defined in Section 401(a)of the Code. ❑ 4. Trust formed to pay supplemental unemployment compensation,as defined in Section 501(c) (17)of the Code. ❑ 5. Private foundation,as defined in Section 509(a)of the Code. ❑ 6. Charitable trust described in Section 642(a)of the Code. ❑ 7. Organization described in Section 501(c) (3)of the Code. ❑ 8. Individual but not a U.S. citizen nor a U.S.resident. ❑ 9. Governmental plan described in Section 414(d) of the Code. 22 ❑ 1 Q. Portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c)of the Code or a corresponding provision of a prior tax law. ❑ 11. U.S.corporation,company or trust. ❑ 12. Non-U.S. corporation,company or trust. ❑ 13. None of the above. G. Anti-Money Laundering Information For purposes of compliance with all applicable laws regarding money laundering, please check the appropriate box and provide the additional information requested as applicable: 139 I am investing solely as principal and not for the benefit of any third parties; or ❑ I am investing for the benefit of third parties, who are: H. Qualified Client Certification 1. Investor hereby represents and warrants that it is (check one of a,b,or c): ❑ (a) a natural person; ® (b) a company which does not rely on Section 3(c)(1) of the Investment Company Act to avoid being deemed an investment company, is not a small business development company as defined in Section 202(a)(22) of the Advisers Act, and is not registered or required to be registered as an investment company under the Investment Company Act; or 0 (c) a company which does rely on Section 3(c)(1)of the Investment Company Act to avoid being deemed an investment company, is a small business development company as defined in Section 202(a)(77) of the Advisers Act, or is registered or required to be registered as an investment company under the Investment Company Act. If YOU CHECKED BOXES (a)OR(b) TO QUESTION 1, PLEASE COMPLETE QUESTION 3 BELOW. IF YOU CIIECKED BOX (c) IN QUESTION I, PLEASE COMPLETE.. QUESTION 2 BELOW. 2. COMPLETE ONLY IF YOU CHECK.FD SOX (c) OF QUESTION l ABOVE. Investor hereby represents and warrants that(check one): 23 ❑ (a) each of its equity owners: (i) has a net worth twhlch, for a natural person, can include assets held jointly with a spouse) which exceeds $1,500,000; or (ii) has an investment of at least $750,000 in the Company; or (iii) is a qualified purchaser within the meaning of Section 2(a)(51)(A) of the Investment Company Act;or ❑ (b) it has the ability to, and does, allocate charges for performance fees so that its equity owners which do not meet 2(a)(i), (ii) or (iii) above are not charged a performance fee. 3. COMPLETE ONLY IF YOU CHECKED BOX (a) OR (b) OF QUESTION i ABOVE. Investor hereby represents and warrants that(check applicable boxes): ® W its net worth (which, for a natural person, can include assets held,jointly with a spouse)exceeds S I,500,000; or ® (ii) it has invested, or is obligating itself hereby to invest, at least $750,000 in the Company; or ❑ (iii) it is a "qualified purchaser" within the meaning of Section 2(x)(51) of the Investment Company Act. [remainder of page intentionally left blank] 24 The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase and own Interests in the Company. The Investor agrees to notify the Manager immediately if any representation or warranty contained in this Subscription Agreement,including this Investor Questionnaire,becomes untrue at any time. The Investor agrees to provide,if requested,any additional information that may reasonably be required to substantiate the Investor's status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase Interests in the Company. The Investor agrees to indemnify and hold harmless the Company, the Manager and their respective Affiliates from and against any loss,damage or liability due to or arising out of a breach of any representation,warranty or agreement of the Investor contained herein. Signatures: INDIVIDUAL INVESTOR: ENTITY INVESTOR: City of Clearwater Employees' Pension Plan (Name of Individual) (Name of Entity) By: (Signature) (Signature) Name: George N. Cretekos (Name of Spouse if joint Investor) Title: Chairperson 25 Annex I DEFINITION O "INVESTMENTS" The term"Investments"means: (1) Securities,other than securities of an issuer that controls, is controlled by,or is under common control with, the Investor that owns such securities,unless the issuer of such securities is: W An investment company or a company that would he an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or (ii) A Public Company(as defined below); (iii) A company with shareholders' equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company's most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Interests; (2) Real estate held for investment purposes: (3) Commodity Interests(as defined below)held for investment purposes; (4) Physical Conunodities (as defined below)held for investment purposes; (5) To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes; (6) In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Sections 3(c)(1) or 3(c)(7)of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and (7) Cash and cash equivalents held for investment purposes. Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business,or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, rovided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by Section 280A of the Internal Revenue Code of 1.946,as amended. A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes. Annex I - I "Commodity Interests" means commodity futures contracts, options on commodity futures contracts,and options on physical commodities traded on or subject to the rules of: (i) Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or 00 Any board of trade or exchange outside the United States, as Conte€nplated in Part 30 of the rules under the Commodity Exchange Act. "Public Company"means a company that: (i) files reports pursuant to Section 13 or 15(d) of the Securities .[Exchange Act of 1934, as amended; or (ii) has a class of securities that are Iisted on a Designated Offshore Securities Market, as defined by Regulation S under the Securities Act. "Financial Contract"means any arrangement that; (i) takes the farm of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markers, (ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value,or any other financial or economic interest similar in purpose or function to any of the foregoing, and (iii) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement. "Physical Commodities" means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Interests above. "Related Person" means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. "Family Company" means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons. For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company ("Parent Company') of which the company is a majority-owned subsidiary, or by a majority- owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person's investments any investment field jointly with such person's spouse, or investments in which such person shares with such person's spouse a community property or similar Annex I - 2 shared ownership interest, In deterinining whether spouses who are making a joint investment in the Company are qualified purchasers, there may be included in the amount of each spouse's investments any investments owned by the other spouse(whether or not such investments are held jointly). There shall he deducted from the amount of any such investments any amounts specified by paraLpph Z{a} of Annex 11 incurred by such spouse. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person's investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.. Annex I- 3 Annex I1 VALUATIONS OF INVESTMENTS The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos: (1) In the case of Commodity Interests,the amount of investments shall be the value of[lie initial margin or option prernium deposited in connection with such Commodity Interests; and (2) In each case, there shalt be deducted from the amount of investments owned by such person the following amounts: (a) The amount of any outstanding indebtedness incurred to acquire the investments owned by such person. In the case of a Fancily Company, in addition to the amounts specified in paragraph (a) above, it shall have deducted from the value of such Family Company's investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments. Annex 11 - l Annex III PRIVACY NOTICE U. S. Real Estate Investment Fund, LLC (the"Company') is a Delaware limited liability company, which is affiliated with Intercontinental Real Estate Corporation. tnfonnation, confidential and proprietary, plays an important role in the success of our business. We recognize that you have entrusted us with your personal and financial data and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us and we Fold ourselves to the highest standards in its safekeeping and use. We want you to know how we collect personal information frorn you and how we use that information. We receive personal information (such as your name, address, social security number, amount of your percentage ownership interest and any capital contribution) from your subscription application or the ownership records of the Company. In servicing your account, we provide your personal information to our affiliates(including those who are involved in the operation, administration or management of, or the sale of interests in, the Company) and nonaffiliated service providers, only as permitted by law. For example, we may share such information in connection with the administration and operations of the Company, including disclosure to attorneys, accountants,auditors, administrators,or companies that may assist us with mailing statements or processing your transactions. As emphasized above, we do not provide investor or former investor information including names, addresses, or investor lists to outside companies except in furtherance of our business relationship with you,or as otherwise permitted by law, Within the Company and its affiliates, access to the nonpublic personal information of the Company's investors is restricted to ernployees who creed to access that information to provide products or services to investors. To guard investors' nonpublic personal information, physical, electronic, and procedural safeguards are in place that comply with federal standards. Our investors' right to privacy extends to all fonns of contact with us, including telephone,written correspondence, and electronic media. We consider privacy a fundamental right of investors and take seriously our responsibility to protect investor information. We will adhere to the policies and procedures described above for both current and foriner investors. Included herewith as Annex 111-2 is a copy of the Privacy Policy of Intercontinental Real Estate Corporation, as can be found on Intercontinental Real Estate Corporation's webpage (www.intercontinental.net). Annex II1-1 INTERCONTINENTAL REAL ESTATE CORPORATION PRIVACY POLICY Our Commitment to You Intercontinental Real Estate Corporation("IREC")is committed to maintaining the confidentiality and security of your personal information. lREC does not sell your personal information to anyone. instead,we use your information primarily to complete transactions that you request. The Information We Collect About You You typically provide personal information when you complete an IREC subscription agreement or account application,or when you request a transaction that involves IREC or one of the funds sponsored by 11','I:C, This information may include your: — Name and address — Social Security number or taxpayer identification number — Assets — Income -- Account balance -- Investment activity How We handle Your Personal Information We do not disclose information about current or former clients or their accounts to unaffiliated third parties for marketing or Other purposes,except when necessary to complete transactions at your request or where required or permitted by law. for example.IREC may disclose personal information to third parties: — To complete certain transactions or account changes that you direct it may be necessary to provide identifying information to companies,individuals,or groups that are not affiliated with IREC. For example, if you ask to transfer assets from another financial institution to IREC, we will need to provide certain in Formation about you to the company to complete the transaction. — In certain instances,we may contract with nonaffiliated companies to perform services for us. In all such cases,we provide the third party with only the information necessary to carry out its assigned responsibilities and only for that purpose. And,we require these third parties to safeguard your private information. — To protect our rights and property.or the rights and property of others. — Finally,we will release information about you if you direct us to do so or if we are compelled by law to do so. How We Secure Your Personal information Only those IREC employees who need to know the information to provide products or services to you are authorized to access the information about you. We have implemented physical.electronic,and procedural safeguards designed to protect your personal information. Keeping You Informed As required by federal law, we will notify clients of our Privacy Policy annually. We reserve the right to modify this policy at any time,but rest assured that iFwe do change it, we would tell you promptly. IFyou have any questions about our Privacy Policy or any other aspects of your relationship with us,please feel free to call us at (617)782-2600. Annex II1-2