Amendment No. 1, dated February 27, 2025, to the Amended and Restated Advisory Agreement by and among EQT Exeter Real Estate Income Trust, Inc., EQT Exeter REIT Operating Partnership LP and Exeter Property Group, LLC

Exhibit 10.1

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2025, by and among EQT Exeter Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), EQT Exeter REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Exeter Property Group, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement (as defined below).

WHEREAS, the Company, the Operating Partnership and the Adviser are parties to that certain Amended and Restated Advisory Agreement, dated March 19, 2024, as renewed and extended pursuant to that Renewal Agreement of Amended and Restated Advisory Agreement, dated July 31, 2024 (collectively, the “Advisory Agreement”);

WHEREAS, the Advisory Agreement provides that the Adviser will advance certain costs and expenses of the Company as set forth in Section 11(f) and Section 11(g) thereof, which advanced costs and expenses will be reimbursed by the Company; and

WHEREAS, the Company, the Operating Partnership and the Adviser desire to amend Section 11(f) and Section 11(g) of the Advisory Agreement to modify the terms of the advance by the Adviser and the timing of reimbursement by the Company for such advanced costs and expenses.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Operating Partnership and the Advisor agree as follows:

“(f)          Notwithstanding the foregoing, the Adviser shall pay for all Organization and Offering Expenses (other than Selling Commissions and Distribution Fees) incurred prior to the second anniversary of the Commencement Date. All Organization and Offering Expenses paid by the Adviser pursuant to this Section 11(f) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments commencing with the first month following the second anniversary of the Commencement Date.”

“(g)          Notwithstanding anything herein to the contrary, the Adviser may pay for certain of the costs and expenses of the Company contemplated by Section 11(c) above (excluding Organization and Offering Expenses) incurred through the earlier of (i) the first date that the aggregate NAV of the Company’s Common Shares, along with the Operating Partnership units held by parties other than the Company, reaches $1.0 billion and (ii) the second anniversary of the Commencement Date. Subject to Section 13, all such expenses paid by the Adviser pursuant to this Section 11(g) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments commencing with the first month following such date.”

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.