J.P. Morgan Real Estate Income Trust, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _______________, 2022, by and between J.P. Morgan Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP SEPTEMBER 30, 2022
Limited Partnership Agreement • October 5th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement of J.P. Morgan REIT Operating Partnership, L.P., dated as of September 30, 2022, 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.

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.

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between J.P. Morgan Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and J.P. Morgan Institutional Investments Inc. (the “Dealer Manager”).

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.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

JPMIM acknowledges that the Corporation will not register the issuance of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws (the “State Acts”) in reliance upon exemptions from registration contained in the Securities Act and the State Acts, and that the Corporation relies upon these exemptions, in part, because of JPMIM’s representations, warranties and agreements contained in this Subscription Agreement.

FORM OF LIMITED PARTNERSHIP AGREEMENT OF J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP
J.P. Morgan Real Estate Income Trust, Inc. • March 4th, 2022 • Real estate investment trusts • Delaware

This Limited Partnership Agreement of J.P. Morgan REIT Operating Partnership, L.P., dated as of [●], 2022, 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.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 10th day of June, 2022 (the “Effective Date”), by and between OLD LOUISVILLE SAVANNAH PROPCO, LLC, a Delaware limited liability company (“Seller”), and SAVANNAH TERMINAL REALTY COMPANY LLC, a Delaware limited liability company (“Buyer”), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement between Seller, Buyer and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof.

J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P., as Initial Borrower and J.P. MORGAN REAL ESTATE INCOME TRUST, INC., as Initial Guarantor REVOLVING CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION,...
Revolving Credit Agreement • September 2nd, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS REVOLVING CREDIT AGREEMENT is dated as of August 31, 2022 by and among J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P., a Delaware limited liability company (“Initial Borrower”), J.P. MORGAN REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Initial Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “U.S. Bank”), as Administrative Agent and Letter of Credit Issuer, and the Lenders (as each such term is defined herein).

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This VALUATION SERVICES AGREEMENT (this “Agreement”), is made as of this 2nd day of June, 2022 (the “Effective Date”), by and between SitusAMC Real Estate Valuation Services, LLC (“SitusAMC”), and J.P. Morgan Real Estate Income Trust, Inc. (the “Company”). Capitalized terms used in this Agreement will have the meanings set forth in Exhibit A.

LIMITED PARTNERSHIP AGREEMENT OF J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP JUNE 3, 2022
J.P. Morgan Real Estate Income Trust, Inc. • June 14th, 2022 • Real estate investment trusts • Delaware

This Limited Partnership Agreement of J.P. Morgan REIT Operating Partnership, L.P., dated as of June 3, 2022, 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.

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 30th, 2023 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”) is dated as of August 25, 2023, between j.p. moRGAN reit operating partnership, l.p., a Delaware limited partnership (“Borrower”), J.P. MORGAN REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Guarantor”, and together with Borrower, the “Loan Parties”), the LENDERS party hereto, and U.S. Bank National Association, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) on behalf of the Lenders (defined below).

EXHIBIT N
J.P. Morgan Real Estate Income Trust, Inc. • March 18th, 2024 • Real estate investment trusts
AMENDMENT TO SUBSCRIPTION AGREEMENT May 26, 2022
Subscription Agreement • June 14th, 2022 • J.P. Morgan Real Estate Income Trust, Inc. • Real estate investment trusts • New York

Reference is made herein to that certain Subscription Agreement, dated February 23, 2022 (the “Original Subscription Agreement”), by and among J.P. Morgan Investment Management Inc., a Delaware corporation (“JPMIM”), J.P. Morgan Real Estate Income Trust, Inc., a Maryland corporation (the “Corporation”), and J.P. Morgan REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), pursuant to which JPMIM agreed to purchase any combination of shares of Class E common stock, par value $0.01 per share (“Shares”), or Class E units representing limited partnership interests of the Operating Partnership (the “Units” and, together with the Shares, the “Securities”), in an aggregate amount of up to $100 million (the “Commitment”), subject to the terms and conditions of the Original Subscription Agreement. JPMIM, the Corporation and the Operating Partnership (collectively, the “Parties”) have entered into this Amendment to Subscription Agreement (this “Amendment

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