IPC Alternative Real Estate Income Trust, Inc. Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP August 24, 2023
Limited Partnership Agreement • September 22nd, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of August 24, 2023, amends and restates the Limited Partnership Agreement entered into as of June 21, 2021, and is entered into by and among IPC Alternative Real Estate Income Trust, Inc. (f/k/a Inland Private Capital Alternative Assets Fund, LLC), a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, IPC REIT Special Limited Partner, LP, a Delaware limited partnership (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

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ESCROW AGREEMENT
Escrow Agreement • November 14th, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of September 28, 2023, is entered into by and among IPC Alternative Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

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THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP JUNE 27, 2024
Limited Partnership Agreement • August 14th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Third Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of June 27, 2024, amends and restates the Second Amended and Restated Limited Partnership Agreement entered into as of February 13, 2024, and is entered into by and among IPC Alternative Real Estate Income Trust, Inc. (f/k/a Inland Private Capital Alternative Assets Fund, LLC), a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, IPC REIT Special Limited Partner, LP, a Delaware limited partnership (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP FEBRUARY 13, 2024
Limited Partnership Agreement • February 15th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of February 13, 2024, amends and restates the Amended and Restated Limited Partnership Agreement entered into as of August 24, 2023, and is entered into by and among IPC Alternative Real Estate Income Trust, Inc. (f/k/a Inland Private Capital Alternative Assets Fund, LLC), a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, IPC REIT Special Limited Partner, LP, a Delaware limited partnership (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

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IPC ALTERNATIVE REAL ESTATE INCOME TRUST, INC. Dealer Manager Agreement September 28, 2023
Dealer Manager Agreement • November 14th, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

The Selected Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selected Dealer, and any resulting reduction in Selling Commissions will be prorated among the separate subscribers.

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LETTER AGREEMENT
Placement Agent Agreement • August 14th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

This letter agreement (this “Agreement”), dated as of June 27, 2024, is delivered in connection with the offering through one or more private placements (each, as may be supplemented from time to time, a “Private Placement” and collectively, the “Private Placements”) of beneficial interests (“Interests”) in specific Delaware statutory trusts (each a “DST” and collectively, the “DSTs”) sponsored by Inland Private Capital Corporation, a Delaware corporation (“IPC”). The Interests are subject to purchase option of IPC Alternative Real Estate Operating Partnership, LP (the “Operating Partnership” and, together with IPC Alternative Real Estate Income Trust, Inc. (the “Company”), the “Company Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Placement Agent Agreement (defined below).

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DST FORM OF Placement Agent Agreement June 27, 2024
Placement Agent Agreement • August 14th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

This Placement Agent Agreement (the “Agreement”) is made as of this [___] day of [___________], 20[___] (the “Effective Date”) by and between [__________] DST, a Delaware statutory trust (the “DST”), and Inland Securities Corporation, a Delaware corporation (the “Placement Agent”). IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and IPC Alternative Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”) are parties to this Agreement solely in connection with their respective obligations set forth in Section 4(b).

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PURCHASE OBLIGATION AGREEMENT
Purchase Obligation Agreement • February 15th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

THIS PURCHASE OBLIGATION AGREEMENT (this “Agreement”) is entered into as of February 13, 2024 (the “Effective Date”), by and among IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and Self-Storage Portfolio V Exchange, L.L.C., a limited liability company (the “Trust Manager”), in its capacity as signatory trustee of Self-Storage Portfolio V DST, a Delaware statutory trust (the “Trust”), the Trust, AL Self-Storage DST, a Delaware statutory trust (the “AL DST”), and GA Self-Storage DST, a Delaware statutory trust (the “GA DST”, and together with the AL DST, “Sub-DSTs”). The Trust, the AL DST and the GA DST are hereinafter collectively referred to as the “Group Companies.”

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MODIFICATION TO LOAN DOCUMENTS
Modification to Loan Documents • December 3rd, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS MODIFICATION TO LOAN DOCUMENTS (this “Agreement”) is effective as of November 26, 2024, by and between IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Borrower”) with its principal place of business at 2901 Butterfield Rd, Oak Brook, IL 60523, promises to pay to the order of INLAND PRIVATE CAPITAL CORPORATION, a Delaware corporation (the “Lender”), with its principal place of business at 2901 Butterfield Road, Oak Brook, IL 60523

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FORM OF OPTION AGREEMENT
Option Agreement • August 14th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

This OPTION AGREEMENT (“Agreement”) is made effective as of [__________], 20[__] (the “Effective Date”) by and among IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), [__________] DST, a Delaware statutory trust (the “Trust”), and the persons listed as Beneficial Owners on Schedule 1 to this Agreement (collectively, the “Beneficial Owners”).

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FORM OF PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • September 22nd, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”), dated as of [ ], 20[ ] (the “Effective Date”), is entered into by [ ], L.L.C., a Delaware limited liability company (“Owner”), IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Inland Commercial Real Estate Services LLC, a Delaware limited liability company (“Property Manager”).

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REVOLVING CREDIT FACILITY LOAN AGREEMENT
Revolving Credit Facility Loan Agreement • October 30th, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS REVOLVING CREDIT FACILITY LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2023 by and between IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), whose address is 2901 Butterfield Road, Oak Brook, IL 60623 and INLAND PRIVATE CAPITAL CORPORATION, a Delaware corporation, (the “Lender”), whose address is 2901 Butterfield Road, Oak Brook, Illinois 60523.

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ADVISORY AGREEMENT AMONG IPC ALTERNATIVE REAL ESTATE INCOME TRUST, INC., IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP, AND IPC ALTERNATIVE REAL ESTATE ADVISOR, LLC
Advisory Agreement • September 22nd, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 24th day of August, 2023 and effective as of the 1st day of August, 2023 (the “Effective Date”), is by and among IPC Alternative Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), ”), IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and IPC Alternative Real Estate Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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INLAND SECURITIES CORPORATION fORM OF SELECTED DEALER AGREEMENT ipc alternative REAL ESTATE OPERATING PARTNERSHIP, LP
Selected Dealer Agreement • February 15th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

The Selected Dealer hereby represents by its acceptance of each payment of the Distribution Fee that it complies with the above requirement. The Selected Dealer agrees to promptly notify the Dealer Manager if it is no longer the broker-dealer of record with respect to some or all of the Class T, Class S or Class D Units giving rise to such Distribution Fees.

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BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • September 22nd, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

THIS BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), dated as of July 14, 2021, is entered into by and between INLAND PRIVATE CAPITAL ALTERNATIVE ASSETS FUND, LLC, a Delaware limited liability company (the “Company”), IPC Alternative Assets Operating Partnership, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), and IPC ALTERNATIVE ASSETS BUSINESS MANAGER, LLC, a Delaware limited liability company (the “Business Manager”).

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FORM OF TAX PROTECTION AGREEMENT
Tax Protection Agreement • August 14th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of _____________, 20__ by and among IPC ALTERNATIVE REAL ESTATE INCOME TRUST, INC. a Maryland corporation (the “REIT”), IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership”), and ______________, a ____________ (the “Contributor”).

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IPC ALTERNATIVE REAL ESTATE Operating Partnership, LP Dealer Manager Agreement February 13, 2024
Dealer Manager Agreement • February 15th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), intends to acquire all of the ownership interests (“Interests”) in Self-Storage Portfolio V DST (the “Trust”) from investors in such Trust (the “Investors”) for consideration described in the disclosure materials dated February 13, 2024 and provided to each of the Investors (as used herein, as may be amended or supplemented from time to time, the “Offering Memorandum”). The transaction described in the preceding sentence is referred to herein as the “Transaction”. In connection with the Transaction, the Operating Partnership is offering to the Investors pursuant to the terms and conditions described in the Offering Memorandum (the “Offering”), the opportunity to elect to receive consideration in the form of partnership units in the Operating Partnership, including Class T partnership units, Class S partnership units, Class D partnership units and Class I partnership unit

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • September 22nd, 2023 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts

This Trademark License Agreement (“Agreement”), by and between The Inland Real Estate Group, LLC, a Delaware limited liability company with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensor”), and IPC Alternative Real Estate Income Trust, Inc., a Maryland corporation, with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensee”), is effective, nunc pro tunc, as of June 12, 2023 (the “Effective Date”).

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INLAND SECURITIES CORPORATION fORM OF SELECTED RIA AGREEMENT ipc alternative REAL ESTATE OPERATING PARTNERSHIP, LP
Selected Ria Agreement • February 15th, 2024 • IPC Alternative Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois

Selected RIA has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section 4 of the Selected RIA Agreement). In consideration of the Operating Partnership allowing Selected RIA and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selected RIA does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Operating Partnership, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, b

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