ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE

Exhibit 10.11.3

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE (“Assignment”) is made and entered into as of the 14th day of August, 2024 by and between EXETER PROPERTY GROUP, LLC, a Delaware limited liability company (“Assignor”), EQRT 3327 HARRISBURG, L.P., a Delaware limited partnership (“Assignee”).

RECITALS:

WHEREAS, Assignor, as purchaser, and C5LC at Middletown, LLC, a Delaware limited liability company, as seller, entered into that certain Agreement of Sale dated July 19, 2024 (as may be amended, the “Contract”), relating to that certain property commonly known as 0000 X Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX (the “Property”); and

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s rights under the Contract with respect to the Property.

NOW, THEREFORE, in consideration of the foregoing recitations, and the sum of One Dollar ($1.00) in hand paid by Assignee to Assignor, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.            Assignor hereby assigns to Assignee, and Assignee hereby assumes, all of Assignor’s right, title and interest in, to and under the Contract with respect to the Property.

2.            Assignee hereby accepts this Assignment and hereby assumes all obligations of Assignor under the Contract, with respect to the Property.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first set forth above.

	ASSIGNOR:
	EXETER PROPERTY GROUP, LLC,
	a Delaware limited liability company
	By:	/s/ X. Xxxxx Xxxxx

	Name:	X. Xxxxx Xxxxx
	Title:	Vice President

	ASSIGNEE:
	EQRT 3327 HARRISBURG, L.P.,
	a Delaware limited partnership
	By: EQRT 3327 Harrisburg GP, LLC,
	a Delaware limited liability company,
	its sole general partner
	By: EQT Exeter REIT Operating Partnership LP,
	a Delaware limited partnership,
	its sole member
	By: EQT Exeter Real Estate Income Trust, Inc.,
	a Maryland corporation,
	its sole general partner
	By:	/s/ X. Xxxxx Xxxxx
	J. Xxxxx Xxxxx, Chief Financial Officer

Assignment and Assumption of Agreement of Sale

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