0000950170-23-064432 Sample Contracts

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG AND
Advisory Agreement • November 16th, 2023 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 13th day of November, 2023 (the “Effective Date”), is by and among J.P. Morgan Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), J.P. Morgan REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Adviser” and together with the Company and the Operating Partnership, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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Second AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF J.P. Morgan Reit operating partnership, L.P. A DELAWARE LIMITED PARTNERSHIP November 13, 2023
Limited Partnership Agreement • November 16th, 2023 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement of J.P. Morgan REIT Operating Partnership, L.P., dated as of November 13, 2023, is entered into by and among J.P. Morgan Real Estate Income Trust, Inc., a Maryland corporation, as General Partner and as a Limited Partner, J.P. Morgan REIT OP Special Limited Partner, L.P., as a special limited partner and the Limited Partners party hereto from time to time.

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