0001104659-23-069799 Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EQT EXETER REIT OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • June 9th, 2023 • EQT Exeter Real Estate Income Trust Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of [__], 2023, amends and restates the Limited Partnership Agreement entered into as of September 7, 2022, between EQT Exeter Real Estate Income Trust, Inc., a Maryland corporation, as general partner (the “General Partner”), and EQRT Special Limited Partner LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.

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FORM OF ADVISORY AGREEMENT AMONG EQT EXETER REAL ESTATE INCOME TRUST, INC., EQT EXETER REIT OPERATING PARTNERSHIP LP, AND EXETER PROPERTY GROUP, LLC
Advisory Agreement • June 9th, 2023 • EQT Exeter Real Estate Income Trust Inc. • Real estate investment trusts • Pennsylvania
AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • June 9th, 2023 • EQT Exeter Real Estate Income Trust Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Escrow Agreement”), dated as of June [•], 2023, is entered into by and among EQT Exeter Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), EQTE Brokerage LLC, a Delaware limited liability company, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”) and amends and restates that certain Escrow Agreement dated May 16, 2023 by and among the Company, the Dealer Manager and the Escrow Agent (the “Prior Escrow Agreement”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • June 9th, 2023 • EQT Exeter Real Estate Income Trust Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into between EQT AB (“Licensor”), on the one hand, and EQT Exeter Real Estate Income Trust, Inc. and EQT Exeter REIT Operating Partnership LP (individually and together, “Licensee”), on the other hand, and, once signed by both parties hereto, is effective as of [●] (“Effective Date”).

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