THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IPC ALTERNATIVE REAL ESTATE OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP JUNE 27, 2024Limited 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.
LETTER AGREEMENTPlacement 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).
DST FORM OF Placement Agent Agreement June 27, 2024Placement 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).
FORM OF OPTION AGREEMENTOption 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”).
FORM OF TAX PROTECTION AGREEMENTTax 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”).
