FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NH NET REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 14th, 2023 • North Haven Net REIT • Delaware
This Amended and Restated Limited Partnership Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) of NH Net REIT Operating Partnership, LP (the “Partnership”), dated as of [ ], 20[ ], is entered into by and among North Haven Net REIT, a Maryland statutory trust, as general partner (the “General Partner”) and as a Limited Partner (as defined herein), NH Net REIT Special Limited Partner LP, a Delaware limited partnership (the “Special Limited Partner”), and the Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (as defined below).
Form of Uncommitted Unsecured Line of CreditLetter Agreement • November 14th, 2023 • North Haven Net REIT
This Agreement and the arrangement described herein do not constitute a commitment by the Lender to extend any credit or to make any financial accommodation to any Borrower, and any decision to extend credit or make any financial accommodation under the Line shall be made by the Lender in its sole discretion. Any extension of credit or financial accommodation that the Lender may make under the Line will be on such terms and conditions as the Lender may require at the time a Borrower requests such extension of credit or financial accommodation and must be evidenced by documents in form and substance satisfactory to the Lender. Each request for a Loan will be considered individually in light of considerations that the Lender, in its sole discretion, may then find pertinent, including any credit exposure which the Lender may have to the Borrowers in connection with the Line and any other transactions with the Borrowers.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 14th, 2023 • North Haven Net REIT • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of _________, 20 , by and between North Haven Net REIT, a Maryland statutory trust (the “Trust”), and [ ] (“Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • November 14th, 2023 • North Haven Net REIT
Re: Subscription Agreement for the Purchase of Class E Common Shares of Beneficial Interest and/or Class E Operating Partnership Units (this “Subscription Agreement”)
FORM OF ADVISORY AGREEMENT BY AND AMONG NORTH HAVEN NET REIT, NH NET REIT OPERATING PARTNERSHIP, LP, AND MSREF REAL ESTATE ADVISOR, INC.Form of Advisory Agreement • November 14th, 2023 • North Haven Net REIT • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of [ ], 20[ ] (the “Effective Date”), is by and among North Haven Net REIT, a Maryland statutory trust (the “Company”), NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and MSREF Real Estate Advisor, Inc., a Delaware corporation (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
