Subscription Agreement by EQT Exeter Holdings US, Inc., dated March 19, 2024

Until the board of directors of the REIT has authorized the release to the REIT of funds in the escrow account established for the initial public offering of the REIT (the “Escrow Break”), the purchase price for shares of the Class E common stock of the REIT and Class E units of the Operating Partnership will be $10.00 per share or unit, as applicable. After the Escrow Break, Class E shares and Class E units will be sold at the then-current transaction price, which will generally be the prior month’s net asset value (“NAV”) per share or unit for such class.  

The Investor, as a holder of Class E shares and/or Class E Units, shall not be subject to any upfront selling commissions, dealer manager fees, distribution fees, management fees payable to Exeter Property Group LLC (the “Adviser”) or the performance participation allocation to the Special Limited Partner.

The Investor agrees that it will not vote any of the Class E shares that it acquires regarding (a) the removal of the Adviser, a director or any affiliate or (b) any transaction between the Advisor, a director or any affiliate and the REIT; provided, however, that the forgoing voting restrictions will cease to apply beginning on and continuing from the date on which the Adviser or any of its affiliates no longer serves as the REIT’s adviser.

With respect to any Class E shares acquired in connection with the Sponsor Committed Amount (or received upon conversion of Class E units of the Operating Partnership acquired in connection with the Sponsor Committed Amount) (collectively, the “Sponsor Commitment Shares”), within six months after a listing on a national securities exchange of any class of common shares of the REIT, the Investor and the REIT covenant and agree to negotiate in good faith and enter into a registration rights agreement for the Sponsor Commitment Shares with terms mutually agreeable to the Investor and the REIT. Such registration rights agreement shall be in customary form for agreements of this type entered into by real estate investment trusts with institutional investors prior to an initial public offering and will provide for: (a) a long-form “demand” registration right exercisable once by the Investor; (b) “shelf” registration rights so long as Form S-3 is available to the REIT; (c) “piggy-back” registration rights; and (d) in the event of “underwriters’ cut-backs” in relation to a demand registration, a shelf registration or any piggyback registration, the ability of the REIT to reduce the number of Sponsor Commitment Shares to be registered on a pro rata basis with other registering stockholders. If a class of REIT shares other than Sponsor Commitment Shares are listed, such registration rights agreement shall provide for conversion of Sponsor Commitment Shares to the class of REIT shares which are listed based on the relative NAV per share, determined on a consistent basis, and the registration rights above shall apply to the common shares received upon such conversion of Sponsor Commitment Shares.

Investor represents and warrants to the REIT and the Operating Partnership that: (a) Investor is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (b) Investor will furnish additional information reasonably requested by the REIT and the Operating Partnership to assure compliance with applicable securities laws, rules and regulations in connection with the purchase and sale of the Class E shares and/or Class E units; (c) Investor has such knowledge, skill and experience in business, financial and investment matters that Investor is capable of evaluating the merits and risks of an investment in the Class E shares and Class E units and making an informed investment decision with respect thereto; (d) Investor has made an independent legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Class E shares and Class E units; and (e) Investor is able to bear the substantial economic risks related to an investment in the Class E shares and Class E units for an indefinite period of time, has no need for liquidity in such investment, and can afford a complete loss of such investment.

Investor hereby certifies that none of the disqualifying events or conditions (each, a “Rule 506(d) Event”) described in Rule 506(d) under Regulation D promulgated under the Securities Act has occurred or is true as of the date hereof with respect to (a) Investor or (b) any beneficial owner of Investor which indirectly holds 20% or more of the total outstanding shares of the REIT or units of the Operating Partnership. Investor shall promptly notify the REIT and the Operating Partnership, in the event that, after the date hereof, the foregoing sentence is no longer accurate.