0001104659-23-044522 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _______________, 20__, by and between BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

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FORM OF ADVISORY AGREEMENT AMONG BGO INDUSTRIAL REAL ESTATE INCOME TRUST, INC., BGO IREIT OPERATING PARTNERSHIP LP, AND BENTALLGREENOAK (U.S.) LIMITED PARTNERSHIP
Advisory Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the [ ] day of [ ], 2023 (the “Effective Date”), is by and among BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), BGO IREIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and BentallGreenOak (U.S.) Limited Partnership, a Delaware limited partnership (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BGO IREIT OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (as amended, modified supplemented or restated from time to time, as the context requires, this “Agreement”) of BGO IREIT Operating Partnership LP, a Delaware limited partnership (the “Partnership”), dated as of [ ], 2023, is entered into by and among BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation, as General Partner and as a Limited Partner, BGO REIT Special Limited Partner LP, as a special limited partner, and the limited partners party hereto from time to time.

FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and BentallGreenOak Real Estate US LLC, a Delaware limited liability company (the “Dealer Manager”).

LIMITED LIABILITY COMPANY AGREEMENT OF BGO GENESIS HOLDING LLC, a Delaware limited liability company Dated as of September 29, 2022
Limited Liability Company Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT of BGO GENESIS HOLDING LLC, a Delaware limited liability company (the “Company”), is dated as of September 29, 2022 (the “Effective Date”), by and among Sun Life (U.S.) HoldCo 2020, Inc., a Delaware corporation (“SL Member”), Strategic Partners II Genesis, LLC, a Delaware limited liability company (“SP II Member”), and BentallGreenOak (U.S.) Limited Partnership, a Delaware limited partnership (“BGO Manager”). Capitalized terms used in this Agreement have the meanings given in Article 1 hereof or in the Sections of this Agreement referenced in Article 1.

FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT (this “Agreement”), is made effective as of the [ ] day of [ ], 20[ ], (the “Date of Grant”), between BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and [ ] (the “Participant”):

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 12th, 2023 • BGO Industrial Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT (this “Agreement”), is made effective as of the [ ] day of [ ], 20[ ], (the “Date of Grant”), between BGO Industrial Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and [ ] (the “Participant”):

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