0001193125-24-179334 Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF LINEAGE OP, LP a Maryland limited partnership
Limited Partnership Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT OF LIMITED PARTNERSHIP OF Lineage OP, LP (the “Partnership”), dated as of [____], 2024 (the “Effective Date”), is made and entered into by and among Lineage, Inc., a Maryland corporation, as the General Partner, and the Persons from time to time party hereto, as limited partners.

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REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [ ], 2024
Registration Rights Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.

NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF LINEAGE LOGISTICS HOLDINGS, LLC a Delaware limited liability company
Operating Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Delaware

THIS NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of [____], 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • New York

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), dated as of June 25, 2024, is entered into by and among LINEAGE LOGISTICS, LLC, a Delaware limited liability company (the “Company”), LINEAGE LOGISTICS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), LINEAGE OP, LLC, a Delaware limited liability company (“Lineage OP”), LINEAGE, INC., a Maryland corporation (“Parent Company”), the U.S. Borrowers, the Foreign Borrowers, the Required Lenders, the Assignors (as defined below), the Assignees (as defined below), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland

This Restricted Stock Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and (the “Participant”).

STOCKHOLDERS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [____], 2024
Shareholder Agreements • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland

This Stockholders Agreement is entered into as of [____], 2024 by and among Lineage, Inc., a Maryland corporation (the “Company”), and each of the other parties from time-to-time party hereto (each, an “Investor Party” and, collectively, the “Investor Parties”).

PERFORMANCE-BASED LTIP UNIT AGREEMENT
Performance-Based Ltip Unit Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland

This LTIP Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), Lineage OP, LP, a Maryland limited partnership (the “Partnership”) and (the “Participant”).

PUT OPTION AGREEMENT
Put Option Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • New York

This Put Option Agreement (this “Agreement”), dated as of July , 2024, is entered into by and among BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”), Lineage, Inc., a Maryland corporation (“Lineage REIT”), Lineage OP, LP, a Maryland limited partnership (“Lineage OP”), and Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Lineage Holdings”). The parties to this Agreement are each referred to herein individually as a “Party” and, collectively, as the “Parties.”

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