FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BCI IV OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP October 30, 2019Limited Partnership Agreement • November 1st, 2019 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Delaware
This Fifth Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of October 30, 2019, between Black Creek Industrial REIT IV Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
CREDIT AGREEMENT dated as of September 18, 2017 among BCI IV OPERATING PARTNERSHIP LP The Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and U.S. BANK NATIONAL...Credit Agreement • September 21st, 2017 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 18, 2017 among BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Bookrunner and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Documentation Agent.
AMENDED AND RESTATED ADVISORY AGREEMENT (2020) among BLACK CREEK INDUSTRIAL REIT IV INC., BCI IV OPERATING PARTNERSHIP LP and BCI IV ADVISORS LLCAdvisory Agreement • June 15th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
Second Amended and Restated DEALER MANAGER AGREEMENTDealer Manager Agreement • March 9th, 2022 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts • Colorado
This Second Amended and Restated Dealer Manager Agreement (the “Agreement”), dated February 11, 2022, is entered into by and between Ares Industrial Real Estate Income Trust Inc., a Maryland corporation (the “Company”), and Ares Wealth Management Solutions, LLC, a Colorado limited liability company (the “Dealer Manager”).
SELECTED DEALER AGREEMENT October 28, 2019Selected Dealer Agreement • November 1st, 2019 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Creek
Each of Black Creek Industrial REIT IV Inc., a Maryland corporation (the “Company”), Black Creek Capital Markets, LLC, a Colorado limited liability company (the “Dealer Manager”), BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”), and BCI IV Advisors Group LLC, a Delaware limited liability company (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
LOGO] BLACK CREEK INDUSTRIAL REIT IV INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENTBLACK CREEK INDUSTRIAL REIT IV Inc. • May 24th, 2017 • Real estate investment trusts • Colorado
Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Black Creek Industrial REIT IV Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class W shares (the “Class W Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class T Shares, the Class W Shares and the Class I Shares collectively, the “Shares”) of the Company subject to the following terms:
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ILT OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP July 1, 2016Limited Partnership Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of July 1, 2016, between Industrial Logistics Realty Trust Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
Eleventh AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF AIREIT Operating PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP February 13, 2023Limited Partnership Agreement • April 4th, 2023 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts • Delaware
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of July, 2016, by and between ILT OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Owner”), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company (“Manager”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [ ] day of [ ], 20[ ] by and between Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
AMENDED AND RESTATED ADVISORY AGREEMENT (2023) among ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., AIREIT OPERATING PARTNERSHIP LP and ARES COMMERCIAL REAL ESTATE MANAGEMENT LLCAdvisory Agreement • May 3rd, 2023 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (2023) (the “Agreement”), dated as of April 30, 2023, is among Ares Industrial Real Estate Income Trust Inc., a Maryland corporation (the “Corporation”), AIREIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the “Advisor”).
BLACK CREEK INDUSTRIAL REIT IV INC. RESTRICTED STOCK AGREEMENT FOR [INSERT NAME OF RECIPIENT]Restricted Stock Agreement • March 6th, 2019 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Maryland
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of July 1, 2016 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
AGREEMENT OF LIMITED PARTNERSHIP OFBLACK CREEK INDUSTRIAL REIT IV Inc. • November 10th, 2020 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Build- To-Core Industrial Partnership II LP, a Delaware limited partnership (the “Partnership”) is made and entered into as of May 19, 2017 (the “Effective Date”), by and among: (a) IPT BTC II GP LLC, a Delaware limited liability company, as general partner (the “General Partner”), which is a subsidiary of IPT Real Estate Holdco LLC, a Delaware limited liability company (“IPT HoldCo”), which in turn is a subsidiary of Industrial Property Operating Partnership LP (“IPT OpCo”), which in turn is a subsidiary of Industrial Property Trust Inc. (“IPT”); (b) IPT BTC II LP LLC, a Delaware limited liability company, which is a subsidiary of IPT HoldCo, which in turn is a subsidiary of IPT OpCo, which in turn is a subsidiary of IPT, as a limited partner (the “IPT Limited Partner” and, together with the General Partner, collectively, the “IPT Partners”); (c) Industrial Property Advisors Sub IV LLC, a Delaware limited liability company (t
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 18th, 2018 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Florida
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of March 7, 2018 (the “Effective Date”), by and between ARCTIC PARTNERS, LTD., a Florida Limited Partnership, having an address at 9 Island Avenue, Apartment 706 Miami Beach, Florida 33139 (“Seller”), and BCI IV ACQUISITIONS LLC, a Delaware limited liability company, having an address at 518 17th Street, 17th Floor, Denver, Colorado 80202 (“Buyer”).
Ares Industrial Real Estate Income Trust Inc. Second Amended and Restated SHARE REDEMPTION PROGRAM As adopted by the Board of Directors, effective February 11, 2022ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • March 9th, 2022 • Real estate investment trusts
Advisory Agreement — Shall mean the Advisory Agreement (2022), dated as of February 11, 2022, by and among Ares Industrial Real Estate Income Trust Inc., AIREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC, as amended from time to time.
BLACK CREEK INDUSTRIAL REIT IV INC. FORM OF SELECTED DEALER AGREEMENTForm of Selected Dealer Agreement • July 19th, 2021 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
Black Creek Capital Markets, LLC, as the dealer manager (the “Dealer Manager”) for Black Creek Industrial REIT IV Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class W shares (the “Class W Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class T Shares, the Class W Shares and the Class I Shares collectively, the “Shares”) of the Company subject to the following terms:
FIRST AMENDMENT TO AGREEMENTAgreement • November 10th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
THIS FIRST AMENDMENT (this “Amendment”) to the Second Amended and Restated Agreement, dated as of September 15, 2016 (the “Agreement”), by and between IPT BTC I GP LLC, a Delaware limited liability company (the “General Partner”), and Industrial Property Advisors Sub I LLC, a Delaware limited liability company (the “Advisor Sub”), is entered into as of July 15, 2020 by and among the General Partner and Advisor Sub.
INTEREST PURCHASE AGREEMENT BETWEENInterest Purchase Agreement • November 10th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Maryland
This INTEREST PURCHASE AGREEMENT, dated as of July 15, 2020 (this “Agreement”), is by and between BCI IV Portfolio Real Estate Holdco LLC (“BCI IV Holdco”), a Delaware limited liability company and an indirect subsidiary of Black Creek Industrial REIT IV Inc., a Maryland corporation (“BCI IV”), and Industrial Property Operating Partnership LP (“Company OP”), a Delaware limited partnership and a direct subsidiary of Industrial Property Trust, a Maryland real estate investment trust (the “Company). Each of BCI IV Holdco and Company OP is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • April 14th, 2022 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts • Colorado
Ares Wealth Management Solutions, LLC, as the dealer manager (the “Dealer Manager”) for Ares Industrial Real Estate Income Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class D shares (the “Class D Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class T Shares, the Class D Shares and the Class I Shares collectively, the “Shares”) of the Company subject to the following terms:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 13th, 2018 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT is made as of the 4th day of June, 2018, by and between Pescadero Land Holdings, LLC, a Delaware limited liability company ("Seller"), and BCI IV Pescadero DC LP, a Delaware limited partnership ("Purchaser").
AGREEMENTAgreement • November 10th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
THIS AGREEMENT (this “Agreement”) is entered into this 19th day of May, 2017, by and among IPT BTC II GP LLC, a Delaware limited liability company (the “General Partner”) and Industrial Property Advisors Sub III LLC, a Delaware limited liability company (the “Advisor Sub”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).
BLACK CREEK INDUSTRIAL REIT IV INC. SHARE REDEMPTION PROGRAM As adopted by the Board of Directors, effective November 1, 2017BLACK CREEK INDUSTRIAL REIT IV Inc. • November 2nd, 2017 • Real estate investment trusts
Advisory Agreement — Shall mean the Fourth Amended and Restated Advisory Agreement, dated as of June 30, 2017 and effective as of July 1, 2017, by and among Black Creek Industrial REIT IV Inc., BCI IV Operating Partnership LP and BCI IV Advisors LLC, as amended from time to time.
THIRD AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENTExpense Support Agreement • June 15th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
This THIRD AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENT (the “Agreement”) is dated as of June 12, 2020 (the “Effective Date”), by and among Black Creek Industrial REIT IV Inc., a Maryland corporation (the “Corporation”), BCI IV Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2019 among BCI IV OPERATING PARTNERSHIP LP The Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent,...Credit Agreement • November 22nd, 2019 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • New York
WHEREAS, the Lenders previously made available to the Borrower (i) a $300,000,000 revolving credit facility, with a $25,000,000 swingline subfacility and a $25,000,000 letter of credit subfacility (collectively, the “Existing Revolving Facility”) and (ii) a $200,000,000 senior delayed-draw term loan facility (the “Existing Term Loan Facility” and, together with the Existing Revolving Facility, the “Existing Facilities”), in each case pursuant to the First Amended and Restated Credit Agreement, dated as of February 21, 2019, by and among the Borrower, the financial institutions party thereto as “Lenders,” Wells Fargo, as Administrative Agent, and the other agent parties thereto, if any, as modified by that certain Incremental Revolving Commitment Assumption Agreement, dated September 20, 2019 (as heretofore amended, modified or supplemented from time to time, collectively, the “Existing Agreement”).
FORM OF SELECTED DEALER AGREEMENTBLACK CREEK INDUSTRIAL REIT IV Inc. • January 4th, 2019 • Real estate investment trusts • Colorado
Black Creek Capital Markets, LLC, as the dealer manager (the “Dealer Manager”) for Black Creek Industrial REIT IV Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class W shares (the “Class W Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class T Shares, the Class W Shares and the Class I Shares collectively, the “Shares”) of the Company subject to the following terms:
INDUSTRIAL LOGISTICS REALTY TRUST INC. Amended and Restated Share Redemption Program As Adopted by the Board of Directors, effective July 1, 2016Industrial Logistics Realty Trust Inc. • July 1st, 2016 • Real estate investment trusts
Company – Shall mean Industrial Logistics Realty Trust Inc. The Company may be referred to as “we” or “our” within the context of this document.
FORM OF DEALER MANAGER AGREEMENTForm of Dealer Manager Agreement • July 19th, 2021 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
This Dealer Manager Agreement (the “Agreement”), dated , 2021, is entered into by and among Black Creek Industrial REIT IV Inc., a Maryland corporation (the “Company”), and Black Creek Capital Markets, LLC, a Colorado limited liability company (the “Dealer Manager”).
AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAgreement Regarding Assignment and Assumption of Purchase Agreement • April 18th, 2018 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts
THIS AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (“Assignment Agreement”) is made and entered into by LANIC ENGINEERING, INC., a California corporation (“Assignor”), and BCI IV ACQUISITIONS LLC, a Delaware limited liability company (“Assignee”), as of February 23, 2018 (“Effective Date”).
SECOND AMENDED AND RESTATED AGREEMENTSecond Amended and Restated Agreement • November 10th, 2020 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Colorado
THIS SECOND AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into this 15th day of September, 2016, by and among IPT BTC I GP LLC, a Delaware limited liability company (the “General Partner”), Industrial Property Advisors Sub I LLC, a Delaware limited liability company (the “Advisor Sub”), and, solely with respect to Section 1 and the third sentence of Section 3 hereof, Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).
COST REIMBURSEMENT AGREEMENTCost Reimbursement Agreement • November 1st, 2019 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts
This Cost Reimbursement Agreement (this “Agreement”) dated as of the 28th day of October, 2019, by and among each of Black Creek Capital Markets, LLC, a Colorado limited liability company (the “Dealer Manager”), Black Creek Industrial REIT IV Inc., a Maryland corporation (the “Company”), BCI IV Advisors Group LLC, a Delaware limited liability company (the “Sponsor”), BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor” and together with the Dealer Manager, the Sponsor, and the Company, the “Issuer Entities”), and American Enterprise Investment Services Inc. (“AEIS”).
CREDIT AGREEMENTdated as ofMay 6, 2021amongBCI IV OPERATING PARTNERSHIP LP, as Borrower, JPMORGAN CHASE BANK , N.A., as Administrative Agent, Joint Lead Arranger and Joint BookrunnerWELLS FARGO BANK, N.A., BANK OF AMERICA, N.A., PNC BANK, NATIONAL...Credit Agreement • March 20th, 2023 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts
CONTRIBUTION, DISTRIBUTION AND REDEMPTION AGREEMENTContribution, Distribution and Redemption Agreement • June 15th, 2021 • BLACK CREEK INDUSTRIAL REIT IV Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION, DISTRIBUTION AND REDEMPTION AGREEMENT (this “Agreement”), dated as of June 15, 2021 (the “Effective Date”), is made and entered into by and between Build-To-Core Industrial Partnership I LP, a Delaware limited partnership (the “Partnership”) and Industrial Property Advisors Sub I LLC, a Delaware limited liability company (“Special LP”). Each of the Partnership and Special LP are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Partnership Agreement (as defined below).
EXPENSE SUPPORT AGREEMENTExpense Support Agreement • November 2nd, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado
This EXPENSE SUPPORT AGREEMENT (the “Agreement”) is dated as of October 27, 2016 and effective as of October 1, 2016 (“Effective Date”) by and between Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Corporation”), ILT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and ILT Advisors LLC, a Delaware limited liability company (the “Advisor”).
Escrow AgreementEscrow Agreement • December 7th, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Georgia
This Agreement is being entered into in connection with the transactions described in the Confidential Private Placement Memorandum dated November 9, 2016 regarding the offering by the REIT to 125 investors (the “PPM”), each investor to purchase shares of common stock and a promissory note in the principal amount of $3,003.20 (each, a “Note” and collectively the “Notes”). A form of Note is attached as Exhibit A.
