AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NH NET REIT OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP April 1, 2024Limited Partnership Agreement • April 4th, 2024 • North Haven Net REIT • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) of NH Net REIT Operating Partnership, LP (the “Partnership”), dated as of April 1, 2024, is entered into by and among North Haven Net REIT, a Maryland statutory trust, as general partner (the “General Partner”) and as a Limited Partner (as defined herein), Net REIT Special Limited Partner LP, a Delaware limited partnership (the “Special Limited Partner”), and the Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (as defined below).
DEALER MANAGER AGREEMENTDealer Manager Agreement • April 4th, 2024 • North Haven Net REIT • Real estate investment trusts • New York
Participating Broker-Dealer 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 XXII hereof). In consideration of the Trust allowing Participating Broker-Dealer 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, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Trust, the Dealer Manager Parties, 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,
ADVISORY AGREEMENT BY AND AMONG NORTH HAVEN NET REIT, NH NET REIT OPERATING PARTNERSHIP, LP, AND MSREF REAL ESTATE ADVISOR, INC.Advisory Agreement • April 4th, 2024 • North Haven Net REIT • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of April 1, 2024 (the “Effective Date”), is by and among North Haven Net REIT, a Maryland statutory trust (the “Company”), NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and MSREF Real Estate Advisor, Inc., a Delaware corporation (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2024 • North Haven Net REIT • Real estate investment trusts
Re: Subscription Agreement for the Purchase of Class E Common Shares of Beneficial Interest and/or Class E Operating Partnership Units (this “Subscription Agreement”)
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2024 • North Haven Net REIT • Real estate investment trusts
Re: Subscription Agreement for the Purchase of Class E Common Shares of Beneficial Interest and/or Class E Operating Partnership Units (this “Subscription Agreement”)
