8-K - ZARE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

ARES REAL ESTATE INCOME TRUST INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland		000-52596		30-0309068
(State or other jurisdiction<br><br>of incorporation)		(Commission File No.)		(I.R.S. Employer<br><br>Identification No.)


One Tabor Center, 1200 Seventeenth Street, Suite 2900 , Denver , CO		80202
(Address of Principal Executive Offices)		(Zip Code)

( 303 ) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 **** Entry into a Material Definitive Agreement .

Subscription Agreement

On October 17, 2025 (the “Purchase Date”), Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) entered into a subscription agreement (the “Subscription Agreement”) with Ares Apogee Finance HoldCo L.P. (“Apogee SPV”), an affiliate of Ares Commercial Real Estate Management LLC, the Company’s advisor (the “Advisor”), pursuant to which Apogee SPV agreed to purchase a number of shares (the “Securities”) of Class B common stock, par value $0.01 per share (the “Class B Common Shares”) of the Company in a purchase amount equal to $200,000,000 (the “Purchase”) capitalized by the sponsor of the Company and an institutional investor for the Securities to be issued by the Company on November 3, 2025. The Purchase will be made at the Company’s NAV per share of Class I-PR common stock, par value $0.01 per share (the “Class I-PR Common Shares”) of the Company, as of September 30, 2025. The offer and sale of shares of common stock to Apogee SPV is exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof in light of Apogee SPV’s status as an institutional accredited investor and because it was not part of a public offering.

The Securities purchased by Apogee SPV are subject to a three-year lock-up from the Purchase Date. On or after the expiration of the lock-up (such date, the “Liquidity Date”), Apogee SPV may request that the Company redeem Securities pursuant to the Company’s Amended SRP (defined below) (but only during the last month of any calendar quarter) provided that such requests will be subordinate to requests from all other common stockholders who have properly submitted a redemption request for such month in accordance with the Amended SRP. In the event that the Securities purchased by Apogee SPV are held by a non-affiliate of the Advisor, or if the Advisor is no longer the external advisor of the Company, then the redemption terms specified within this paragraph (other than the three-year lock-up) shall terminate and be of no further force or effect and instead, on or after the Liquidity Date, Apogee SPV may request to have additional Securities redeemed by the Company pursuant to the Amended SRP pari passu with all other stockholders of the Company.

Furthermore, on or after the Liquidity Date, Apogee SPV may require the Company to repurchase on a monthly basis, at a price per share equal to the most recently determined NAV per share as of the repurchase date, up to $5 million of its Securities per quarter, with such repurchase not subject to, nor eligible for redemption under, the terms of the Amended SRP; provided that the timing of such requests, and the satisfaction of such requests, shall match the timing of the Amended SRP. Any of such amounts not requested for redemption during a quarter will not roll forward to the next quarter.

In addition, at any time after the Purchase Date if the shares of the Company’s common stock owned by Apogee SPV, together with any shares of the Company’s common stock owned by Apogee SPV’s affiliates, were to represent 25% or more of the Company’s outstanding shares of common stock (such percentage referred to herein as the “Interest”), then (a) Apogee SPV may require the Company to repurchase an amount of shares of common stock from Apogee SPV and/or its affiliates as may be necessary to cause the Interest to equal to 24.99%, at a price per share equal to the most recently determined NAV per share as of the repurchase date and (b) the Company may require Apogee SPV to submit for repurchase an amount of shares of common stock from Apogee SPV and/or its affiliates as may be necessary to cause the Interest to equal to 24.99%, at a price per share equal to the most recently determined NAV per share as of the repurchase date. The foregoing repurchase rights of (a) and (b) of this paragraph will not be subject to, nor eligible for redemption under, the terms of the Amended SRP.

The Subscription Agreement also provides that upon delivery of a written notice to the Company, Apogee SPV may, from time to time, require the Company to exchange Class B Common Shares then held by Apogee SPV for Class I-PR Common Shares on a one-for-one basis and in an amount that, after giving effect to such exchange, Apogee SPV, together with certain affiliated and other parties as specified in the Subscription Agreement, would collectively beneficially own no more than 4.90% (or such other percentage as determined by Apogee SPV pursuant to the terms of the Subscription Agreement) of the number of shares of the Company’s voting common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). To the extent an exchange results in Apogee SPV, together with such affiliated and other parties specified in the Subscription Agreement, beneficially owning an amount in excess of the Maximum Percentage then in effect, such exchange shall be null and void and treated as if never made. Any Class I-PR Common Shares obtained as a result of the exchange of Class B Common Shares described in this paragraph will generally be subject to the same rights and restrictions described in the Subscription Agreement with respect to Class B Common Shares initially purchased pursuant to the Subscription Agreement.

As described within the Subscription Agreement, Apogee SPV intends, as collateral securing an issuance of debt by Apogee SPV pursuant to an indenture, to grant a security interest in the shares of common stock it purchases in favor of a collateral agent for the benefit of the holders of such debt (collectively, the “Apogee Lender”). Under the terms of the Subscription Agreement, the Company consented to such grant, together with all related documentation and filings necessary to perfect such security interest, and in the event of a foreclosure with respect to such shares by the Apogee Lender, the Company consents to the transfer of the shares to the Apogee Lender provided that the Company obtains certain representations from the Apogee Lender and, upon delivery of a written notice to the Company, to the exchange of Class B Common Shares for Class I-PR Common Shares on a one-for-one basis. Under the Subscription Agreement, in the event of a foreclosure, the Company consents to any transfer by the Apogee Lender of the shares of common stock to a third party in the course of liquidating the assets of the Apogee SPV in accordance with such indenture, subject to certain requirements.

A copy of the Subscription Agreement is filed as exhibit 10.1 hereto.

Fourteenth Amended and Restated Limited Partnership Agreement

On October 15, 2025, the Company and AREIT Incentive Fee LP, an affiliate of the Advisor, replaced the then-current limited partnership agreement of AREIT Operating Partnership, LP, the Company’s operating partnership, by entering into the Fourteenth Amended and Restated Limited Partnership Agreement (the “Amended OP Agreement”).

The Amended OP Agreement reflects changes corresponding to the creation of the Company’s Class B Common Shares described in Item 5.03 below and other immaterial changes.

A copy of Amended OP Agreement is filed as exhibit 10.2 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 relating to the Subscription Agreement is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2025, in connection with the Subscription Agreement, the Company filed Articles of Amendment (the “Articles of Amendment”) to its charter with the Maryland State Department of Assessments and Taxation (the “SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 3,000,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 2,800,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the “Articles Supplementary”) to its charter, pursuant to which the Company classified and designated 300,000,000 authorized but unissued shares common stock, $0.01 par value per share, of the Company as shares of Class B common stock, $0.01 par value per share (the “Class B Common Shares”) with the following conversion rights, rights upon liquidation and voting rights:

●	Conversion of Class B Common Shares to Class I-PR Common Shares. Each Class B Common Share held in a stockholder's account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR Common Shares (including fractional shares) equal to the fraction, the numerator of which is the Class B Common Share NAV per share and the denominator of which is the Class I-PR common share NAV per share (the “Class B Conversion Rate”) on the earliest of (a) a listing of any class of common shares or (b) a merger or consolidation of the Company with or into another entity in which the Company is not the surviving entity, or the sale or other disposition of all or substantially all of the Company’s assets.
●	Rights Upon Liquidation. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Company pursuant to a plan of liquidation, dissolution or winding up, Class B Common Shares will automatically convert to Class I-PR Common Shares (including fractional shares) at the Class B Conversion Rate.
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●	Voting Rights. Holders of Class B Common Shares shall not be entitled to vote such shares on any matter upon which stockholders are entitled to vote.
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Copies of the Articles of Amendment and Articles Supplementary are filed herewith as Exhibits 3.1 and 3.2, respectively. Except as described in this Current Report on Form 8-K, the Articles of Amendment and Articles Supplementary did not amend, alter or modify any other terms or provisions of the Company’s charter**.**

Item 8.01 Other Events.

The following provides an update regarding our net asset value (“NAV”), our assets, portfolio and certain agreements.

Most Recent Transaction Price and Net Asset Value Per Share

November 1, 2025 Transaction Price

The transaction price for each of our share classes is equal to such share class’s NAV per share as of September 30, 2025. A calculation of the NAV per share is set forth below.

September 30, 2025 NAV Per Share

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.areswms.com/solutions/areit and is also available on our toll-free, automated telephone line at (888) 310-9352. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals and valuations for certain of our debt-related assets, reviewing annual third-party real property appraisals, reviewing the internal valuations of loans (“DST Program Loans”) provided to certain investors in our program to raise capital in private placements exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, through the sale of beneficial interests (“DST Interests”) in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by our operating partnership (the “DST Program”), and debt-related liabilities performed by Ares Commercial Real Estate Management LLC (our “Advisor”), providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures.

As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”), which may be or were held directly or indirectly by the Advisor, our former sponsor, members or affiliates of our former sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of September 30, 2025 and August 31, 2025:


		As of
(in thousands)	****	September 30, 2025		****	August 31, 2025
Investments in residential properties		$	2,651,800		$	2,641,750
Investments in industrial properties			2,698,850			2,515,500
Investments in retail properties			718,600			716,000
Investments in office properties			392,000			385,550
Investments in other properties (1)			200,750			200,050
Total investment in real estate properties			6,662,000			6,458,850
Investments in real estate debt and securities			454,518			320,183
Investments in unconsolidated joint venture partnerships			398,226			386,771
DST Program Loans			195,102			181,372
Total investments			7,709,846			7,347,176
Cash and cash equivalents			71,806			116,921
Restricted cash			8,038			12,295
Other assets			79,679			76,443
Line of credit, term loans and mortgage notes			(2,591,255)			(2,695,717)
Secured financings on debt-related investments			(109,642)			—
Financing obligations associated with our DST Program			(2,360,548)			(2,089,917)
Other liabilities			(148,320)			(127,514)
Accrued performance participation allocation			—			—
Accrued advisory fees			(4,606)			(4,347)
Noncontrolling interests in consolidated joint venture partnerships			(19,863)			(19,793)
Aggregate Fund NAV		$	2,635,135		$	2,615,547
Total Fund Interests outstanding			334,789			335,107
(1)	Includes self-storage properties.
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The following table sets forth the NAV per Fund Interest as of September 30, 2025 and August 31, 2025:


(in thousands, except			Class T-R		Class S-R		Class D-R		Class I-R		Class E		Class S-PR		Class D-PR		Class I-PR
per Fund Interest data)	Total		Shares		Shares		Shares		Shares		Shares		Shares		Shares		Shares		OP Units
As of September 30, 2025
Monthly NAV	$	2,635,135	$	191,041	$	308,428	$	45,466	$	470,627	$	319,971	$	31,139	$	82	$	44,857	$	1,223,524
Fund Interests outstanding		334,789		24,271		39,185		5,777		59,792		40,652		3,956		11		5,699		155,446
NAV Per Fund Interest	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710	$	7.8710
As of August 31, 2025
Monthly NAV	$	2,615,547	$	195,339	$	308,204	$	45,393	$	464,458	$	319,155	$	26,498	$	81	$	41,567	$	1,214,852
Fund Interests outstanding		335,107		25,027		39,487		5,816		59,507		40,891		3,395		10		5,326		155,648
NAV Per Fund Interest	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051	$	7.8051

Under U.S. generally accepted accounting principles (“GAAP”), we record liabilities for ongoing distribution fees that we estimate we may pay in future periods for the Fund Interests. As of September 30, 2025, we estimated approximately $64.4 million of ongoing distribution fees were potentially payable. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to make exceptions to, modify or suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.

The valuations of our real properties as of September 30, 2025, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.


	Residential		Industrial		Retail		Office		Other		Weighted-Average Basis
Exit capitalization rate	5.1	%	5.7	%	6.4	%	7.4	%	5.6	%	5.7	%
Discount rate / internal rate of return	7.1	%	7.4	%	7.2	%	8.8	%	7.7	%	7.3	%
Average holding period (years)	10.0		10.0		9.9		10.0		10.0		10.0

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties:


Input	Hypothetical Change	Residential		Industrial		Retail		Office		Other		Weighted-Average Values
Exit capitalization rate (weighted-average)	0.25% decrease	3.3	%	3.0	%	2.3	%	2.5	%	2.8	%	3.0	%
	0.25% increase	(3.0)	%	(2.8)	%	(2.2)	%	(2.3)	%	(2.6)	%	(2.7)	%
Discount rate (weighted-average)	0.25% decrease	2.0	%	2.0	%	1.9	%	2.0	%	1.9	%	2.0	%
	0.25% increase	(1.9)	%	(1.9)	%	(1.8)	%	(2.0)	%	(1.9)	%	(1.9)	%

Distributions

We authorized monthly gross distributions for each class of shares of our common stock in the amount of $0.03450 per share for the month of September 2025. These distributions were paid to all stockholders of record as of the close of business on September 30, 2025, net of, as applicable, distribution fees that are payable monthly with respect to certain classes of shares of our common stock.

Update on Our Assets and Activities

As of September 30, 2025, our leverage ratio was 34.9% (calculated as outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program, as determined in accordance with our valuation procedures) and the weighted-average interest rate of our consolidated borrowings was 4.92%.

For the quarter ended September 30, 2025, we raised gross proceeds of approximately $523.7 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $31.1 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for July, August and September, which were redeemed in full on August 1, 2025, September 1, 2025 and October 1, 2025, respectively, was $36.9 million.

Update on Real Properties

As of September 30, 2025, our consolidated investments include 137 real estate properties totaling approximately 28.7 million square feet located in 34 markets throughout the U.S., which were 93.8% leased. Rent growth on comparable commercial leases executed during the trailing 12 months ended September 30, 2025 averaged 19.7% when calculated using cash basis rental rates and 37.2% when calculated using GAAP basis rental rates. For our industrial properties, rent growth on comparable leases executed during the trailing 12 months ended September 30, 2025 averaged 24.8% when calculated using cash basis rental rates and 46.0% when calculated using GAAP basis rental rates. Rent decline on new and renewal residential leases executed during the trailing 12 months ended September 30, 2025 averaged 1.5%. As of September 30, 2025, rents across our residential properties and industrial properties, our two largest categories, were estimated to be 5.4% and 22.3% below market (on a weighted-average basis).

As used herein, the term “commercial” refers to our industrial, retail and office properties or customers, as applicable.

Acquisitions. During the three months ended September 30, 2025, we acquired eight industrial properties and one residential property for an aggregate contractual purchase price of $478.6 million.

Dispositions. During the three months ended September 30, 2025, we sold one office property for a contractual sales price of $80.0 million. Our total accounting basis, which is inclusive of straight-line rent receivables and net of accumulated depreciation and amortization, for this property as of the closing date was approximately $32.5 million.

Portfolio Overview. We currently group our real property portfolio into five categories: residential, industrial, retail, office and other. The following table summarizes our real property portfolio by category as of September 30, 2025:


									Average
							% of Total		Effective Annual								% of	****
( and square feet in thousands,	Number of	****	Number of	****	Rentable	****	Rentable	****	Base Rent per		****	%	****	Aggregate		****	Aggregate
except for per square foot data)	Markets (1)		Real Properties		Square Feet		Square Feet	****	Square Foot (2)			Leased		Fair Value			Fair Value
Residential properties	12		24		6,720		23.4	%	$	28.58		91.6	%	$	2,651,800		39.8	%
Industrial properties	27		79		17,672		61.5			7.26		96.1			2,698,850		40.5
Retail properties	8		18		2,292		8.0			21.03		97.0			718,600		10.8
Office properties	5		6		1,220		4.3			39.42		72.5			392,000		5.9
Other properties	5		10		811		2.8			18.86		83.9			200,750		3.0
Total real property portfolio	34		137		28,715		100.0	%	$	14.62		93.8	%	$	6,662,000		100.0	%

All values are in US Dollars.

(1)	Reflects the number of unique markets by category and in total. As such, the total number of markets does not equal the sum of the number of markets by category as certain categories are located in the same market.
(2)	Amount calculated as total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis) per the terms of the lease, divided by total lease square footage as of September 30, 2025.
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Market Diversification. The following table summarizes certain operating metrics of our real property portfolio by market and by category as of September 30, 2025:


($ and square feet in thousands)	Number of Properties	Investment in Real Estate Properties		% of Gross Investment Amount		Rentable Square Feet	% of Total Rentable Square Feet			% Leased (1)
Residential properties:
Atlanta, GA	3	$	292,681	4.7	%	808		2.8	%	90.5	%
Central Florida	3		437,357	6.9		958		3.4		92.5
Charlotte, NC	2		169,555	2.7		487		1.7		90.4
Dallas, TX	4		362,876	5.8		1,124		3.9		91.4
D.C. / Baltimore	1		96,889	1.5		288		1.0		92.7
Denver, CO	1		81,096	1.3		201		0.7		93.3
Pennsylvania	1		93,519	1.5		235		0.8		91.7
Phoenix, AZ	1		137,830	2.2		409		1.4		87.6
San Antonio, TX	2		151,878	2.4		592		2.1		93.3
Seattle, WA	1		123,737	2.0		208		0.7		92.4
South Florida	4		466,172	7.4		1,202		4.2		93.1
Tucson, AZ	1		125,816	2.0		208		0.7		86.4
Total residential properties (7,381 units)	24		2,539,406	40.4		6,720		23.4		91.6
Industrial properties:
Atlanta, GA	1		66,470	1.1		798		2.8		100.0
Bay Area, CA	3		169,108	2.7		614		2.1		88.0
Central Florida	6		244,026	3.9		1,413		4.9		85.8
Charlotte, NC	1		22,729	0.4		208		0.7		100.0
Chicago, IL	2		91,373	1.5		875		3.0		100.0
Cincinnati, OH	2		34,050	0.5		395		1.4		55.2
Columbus, OH	4		95,291	1.5		1,006		3.5		100.0
Dallas, TX	5		201,861	3.2		1,896		6.6		100.0
D.C. / Baltimore	6		148,607	2.4		1,108		3.8		100.0
Denver, CO	2		59,233	0.9		365		1.3		100.0
Greater Boston	3		107,215	1.7		427		1.5		100.0
Houston, TX	5		139,588	2.2		1,210		4.2		93.5
Indianapolis, IN	7		135,321	2.2		1,591		5.5		100.0
Las Vegas, NV	2		33,790	0.5		276		1.0		100.0
Louisville, KY	1		19,538	0.3		235		0.8		82.2
Metro New York	2		29,960	0.5		172		0.6		100.0
New Jersey	4		68,547	1.1		571		2.0		100.0
Pennsylvania	3		100,842	1.6		564		2.0		78.7
Phoenix, AZ	3		65,960	1.0		337		1.2		100.0
Portland, OR	3		65,049	1.0		395		1.4		100.0
Reno, NV	1		69,432	1.1		723		2.5		100.0
Richmond, VA	4		80,408	1.3		618		2.1		100.0
Salt Lake City, UT	2		144,177	2.3		916		3.2		100.0
San Antonio, TX	3		50,448	0.8		538		1.9		100.0
San Diego, CA	1		26,452	0.4		136		0.5		100.0
South Florida	1		15,021	0.2		76		0.3		100.0
Southern California	2		69,000	1.1		209		0.7		100.0
Total industrial properties	79		2,353,496	37.4		17,672		61.5		96.1
Retail properties:
Atlanta, GA	1		58,501	0.9		328		1.1		100.0
Birmingham, AL	1		45,455	0.7		193		0.7		95.5
D.C. / Baltimore	1		41,387	0.7		131		0.5		100.0
Greater Boston	10		267,463	4.3		982		3.4		96.1
New Jersey	1		67,224	1.1		226		0.8		96.5
Raleigh, NC	1		45,265	0.7		125		0.4		91.5
South Florida	2		116,423	1.8		206		0.7		99.2
Tulsa, OK	1		36,175	0.6		101		0.4		97.7
Total retail properties	18		677,893	10.8		2,292		8.0		97.0


($ and square feet in thousands)		Number of Properties	Investment in Real Estate Properties		% of Gross Investment Amount		Rentable Square Feet	% of Total Rentable Square Feet			% Leased (1)
Office properties:
Austin, TX		1		85,705	1.4		272		1.0		44.9
D.C. / Baltimore		1		94,589	1.5		128		0.4		81.5
Metro New York		1		271,014	4.3		597		2.1		79.0
Minneapolis / St. Paul, MN		1		38,668	0.6		100		0.4		62.6
New Jersey		2		47,390	0.7		123		0.4		100.0
Total office properties		6		537,366	8.5		1,220		4.3		72.5
Other properties:
Central Florida		3		34,548	0.5		186		0.6		81.0
New Jersey		1		23,959	0.4		90		0.3		88.4
Pennsylvania		3		63,199	1.0		274		1.0		90.6
Richmond, VA		1		16,701	0.3		100		0.3		69.4
South Florida		2		44,228	0.7		161		0.6		82.5
Total other properties		10		182,635	2.9		811		2.8		83.9
Total real property portfolio		137	$	6,290,796	100.0	%	28,715		100.0	%	93.8	%
(1)	Percentage leased is based on executed leases as of September 30, 2025.
---	---

The following table sets forth the top 10 geographic allocations of our real property portfolio based on fair value as of September 30, 2025:


($ in thousands)	Number of Properties	Fair Value of Real Properties		% of Fair Value
South Florida	9	$	708,750	10.6	%
Central Florida	12		705,100	10.6
Dallas, TX	9		534,450	8.0
Atlanta, GA	5		479,050	7.2
D.C. / Baltimore	9		402,100	6.0
Greater Boston	13		386,850	5.8
Pennsylvania	7		277,300	4.2
New Jersey	8		250,200	3.8
Metro New York	3		234,550	3.5
Phoenix, AZ	4		217,000	3.3
Other	58		2,466,650	37.0
Total real properties	137	$	6,662,000	100.0	%

Lease Terms. Commercial lease terms typically range from one to 10 years, and often include renewal options. Commercial leases that are structured on a “triple net basis”, in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs, account for 89.7% of our total leased commercial portfolio, based on number of commercial leases. Most of our commercial leases include fixed rental increases or Consumer Price Index-based rental increases and are not based on the income or profits of any person. The majority of our residential and self-storage leases expire within 12 months.

Lease Expirations. As of September 30, 2025, the weighted-average remaining term of our total leased commercial portfolio was approximately 4.5 years based on annualized base rent and 4.3 years based on leased square footage, excluding renewal options. The following table summarizes the lease expirations at our commercial properties for leases in place as of September 30, 2025, without giving effect to the exercise of renewal options or termination rights, if any. The table excludes our residential and self-storage properties as substantially all leases at such properties expire within 12 months.


($ and square feet in thousands)		Number of Commercial Leases	Annualized Base Rent (1)		% of Total Annualized Base Rent (1)		Leased Square Feet	% of Total Leased Square Feet
Remainder of 2025 (2)		12	$	2,981	1.4	%	119		0.6	%
2026		57		17,541	8.5		2,022		10.1
2027		70		24,681	12.0		2,762		13.7
2028		90		34,481	16.8		3,445		17.1
2029		71		29,733	14.5		3,261		16.2
2030		71		27,230	13.2		2,212		11.0
2031		42		16,015	7.8		1,784		8.9
2032		26		16,884	8.2		1,551		7.7
2033		25		9,170	4.5		681		3.4
2034		21		13,286	6.5		1,721		8.6
Thereafter		41		13,491	6.6		546		2.7
Total leased		526	$	205,493	100.0	%	20,104		100.0	%
(1)	Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of September 30, 2025, multiplied by 12.
---	---
(2)	Includes one lease totaling approximately 50,000 square feet that expired on September 30, 2025.
---	---

Customer Diversification. We believe that the customer base that occupies our real property portfolio is generally stable and well-diversified. As of September 30, 2025, there were no customers that represented more than 10.0% of total annualized base rent or more than 10.0% of total leased square feet. The following table reflects our 10 largest customers, based on annualized base rent, as of September 30, 2025:


($ and square feet in thousands)		Number of Locations (1)	Annualized Base Rent (2)		% of Total Annualized Base Rent (2)		Leased Square Feet	% of Total Leased Square Feet
Stop & Shop		7	$	8,163	2.1	%	449		1.7	%
S.P. Richards Company		7		7,874	2.0		954		3.5
MF Warehouse		1		5,630	1.4		770		2.9
Amazon.com / Whole Foods		5		5,562	1.4		604		2.2
FedEx		3		5,386	1.4		1,063		3.9
Mizuho Bank Ltd.		1		4,570	1.1		110		0.4
Veritiv Operating Company		2		3,411	0.9		804		3.0
S&S Activewear		1		3,257	0.8		657		2.4
Harvest Right		1		3,055	0.8		340		1.3
Exel, Inc		1		2,726	0.7		506		1.9
Total		29	$	49,634	12.6	%	6,257		23.2	%
(1)	Reflects the number of properties for which the customer has at least one lease in-place.
---	---
(2)	Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of September 30, 2025, multiplied by 12.
---	---

The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and financial strength of prospective commercial customers based on financial, operating and business plan information that such prospective customers provide to us, as well as other market, industry and economic information that is generally publicly available. As a result of this assessment, we may require that the customers enhance their credit by providing us with security deposits, letters of credit from established financial institutions, or personal or corporate guarantees. Customer creditworthiness often influences the amount of upfront tenant improvements, lease incentives, concessions or other leasing costs. We evaluate creditworthiness of our residential customers based on standard market practice, which includes credit checks.

Industry Diversification. We intend to maintain a well-diversified mix of customers to limit our exposure to any single customer or industry. Our diversified investment strategy inherently provides for customer diversity, and we continue to monitor our exposure relative to our larger customer industry sectors. The following table reflects the 10 largest industry concentrations within our portfolio, based on annualized base rent, as of September 30, 2025 and assumes that our residential and self-storage investments are not concentrated within any specific industry:


($ and square feet in thousands)		Number of Leases	Annualized Base Rent (1)		% of Total Annualized Base Rent		Leased Square Feet	% of Total Leased Square Feet
Storage / Warehousing		24	$	19,818	5.0	%	2,663		9.9	%
Professional Services		54		16,803	4.3		683		2.5
Food & Beverage		86		15,615	4.0		939		3.5
Supermarket		17		14,953	3.8		843		3.1
Apparel / Clothing		21		12,458	3.2		1,726		6.4
Transportation / Logistics		14		12,437	3.1		1,836		6.8
Financial		17		11,871	3.0		269		1.0
Electrical / Wire		7		8,816	2.2		1,072		4.0
Manufacturing		13		7,885	2.0		1,191		4.4
Post & Courier Services		9		7,093	1.8		1,230		4.6
Total		262	$	127,749	32.4	%	12,452		46.2	%
(1)	Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of September 30, 2025, multiplied by 12.
---	---

Share Redemption Program Amendment

The Company’s board of directors amended the Company’s share redemption program by adopting the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”), as of October 17, 2025. The Amended SRP removes class-specific redemption limits but retains the aggregate limits that are not class-specific. Therefore, it now provides that the total amount of aggregate redemptions of shares of Company common stock (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all shares as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all shares as of the last calendar day of the previous calendar quarter. The Amended SRP also reflects that shares obtained pursuant to the Subscription Agreement may be submitted for redemption through the Amended SRP, subject to the limitations set forth in the Subscription Agreement.

A copy of the Amended SRP is filed as Exhibit 99.2 hereto.

Multiple Class Plan

Effective as of October 14, 2025, the Company’s board of directors amended the Company’s Multiple Class Plan in order to make immaterial updates primarily to reflect the creation of Class B Common Shares. A copy of the amended Multiple Class Plan is filed as Exhibit 99.3 hereto.

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that are intended to be deemed “forward-looking statements” within the meaning of, and to be covered by the safe harbor provisions contained in, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms and include, without limitation, statements regarding the estimates and assumptions used in the calculation of our NAV per Fund Interest. These statements are based on certain assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are the negative impact of increased inflation, changes in interest rates, developments related to tariffs and trade policies and the resulting impacts on market volatility and global trade, the conflict between Russia and Ukraine, and/or the ongoing conflict in the Middle East on our financial condition and results of operations being more significant than expected, general economic and business (particularly real estate and capital market) conditions being less favorable than expected, the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts (“REITs”)), risk of acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), interest rate fluctuations, competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers’ ability and willingness to pay rent at current or increased levels, accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent periodic and current reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
3.1*		Articles of Amendment, filed October 14, 2025.
3.2*		Articles Supplementary, filed October 14, 2025.
10.1*		Subscription Agreement by and between Ares Real Estate Income Trust Inc. and Ares Apogee Finance HoldCo L.P., dated October 17, 2025.
10.2*		Fourteenth Amended and Restated Limited Partnership Agreement of AREIT Operating Partnership LP, dated as of October 15, 2025.
99.1*		Consent of Altus Group U.S. Inc.
99.2*		Fifth Amended and Restated Share Redemption Program, effective as of October 17, 2025.
99.3*		Multiple Class Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Ares Real Estate Income Trust Inc.
October 17, 2025
	By:	/s/ TAYLOR M. PAUL
		Taylor M. Paul<br>Managing Director, Chief Financial Officer and Treasurer

Exhibit 10

Exhibit 3.1

ARES REAL ESTATE INCOME TRUST INC.

ARTICLES OF AMENDMENT

Ares Real Estate Income Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation (“SDAT”) of Maryland that:

FIRST: Article VI of the charter of the Corporation (the “Charter”) is hereby amended to increase the number of shares of capital stock that the Corporation has authority to issue to 3,000,000,000 and the number of shares of common stock, par value $.01 per share, that the Corporation has authority to issue to 2,800,000,000.

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 2,700,000,000, consisting of 2,500,000,000 shares of common stock, $.01 par value per share, 500,000,000 of which are classified as Class D common stock (100,000,000 of which are designated as a series of Class D common stock named Class D-R common stock and 400,000,000 of which are designated as a series of Class D common stock named Class D-PR common stock), 100,000,000 of which are classified as Class E common stock, 1,300,000,000 of which are classified as Class I common stock (600,000,000 of which are designated as a series of Class I common stock named Class I-R common stock and 700,000,000 of which are designated as a series of Class I common stock named Class I-PR common stock), 500,000,000 of which are classified as Class S common stock (100,000,000 of which are designated as a series of Class S common stock named Class S-R common stock and 400,000,000 of which are designated as a series of Class S common stock named Class S-PR common stock) and 100,000,000 of which are classified as Class T common stock (all of which are designated as a series of Class T common stock named Class T-R common stock), and 200,000,000 shares of preferred stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $27,000,000.

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 3,000,000,000, consisting of 2,800,000,000 shares of common stock, $.01 par value per share, 500,000,000 of which are classified as Class D common stock (100,000,000 of which are designated as a series of Class D common stock named Class D-R common stock and 400,000,000 of which are designated as a series of Class D common stock named Class D-PR common stock), 100,000,000 of which are classified as Class E common stock, 1,300,000,000 of which are classified as Class I common stock (600,000,000 of which are designated as a series of Class I common stock named Class I-R common stock and 700,000,000 of which are designated as a series of Class I common stock named Class I-PR common stock), 500,000,000 of which are classified as Class S common stock (100,000,000 of which are designated as a series of Class S common stock named Class S-R common stock and 400,000,000 of which are designated as a series of Class S common stock named Class S-PR common stock), 100,000,000 of which are classified as Class T common stock (all of which are designated as a series of Class T common stock named Class T-R common stock), 300,000,000 of which are classified as Class B common stock and 200,000,000 shares of preferred stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $30,000,000.

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

SIXTH: The undersigned Co-President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters and facts required to be verified under oath, the undersigned Co-President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Co-President and attested to by its Secretary on this 13^th^ day of October, 2025.

ARES REAL ESTATE INCOME TRUST INC.

/s/ Jeffrey W. Taylor

By: Jeffrey W. Taylor

Co-President

[CORPORATE SEAL]

Attest:

/s/ Joshua J. Widoff

By: Joshua J. Widoff

Secretary

Exhibit 10

Exhibit 3.2

ARES REAL ESTATE INCOME TRUST INC.

ARTICLES SUPPLEMENTARY

Ares Real Estate Income Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated 300,000,000 authorized but unissued shares of common stock, $0.01 par value per share, of the Corporation as shares of Class B common stock, $0.01 par value per share (the “Class B Common Shares”), of the Corporation, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption for such Class B Common Shares which, upon any restatement of the Charter, shall become part of Article V or Article VI of the Charter, as appropriate, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

Class B Common Shares

(1) Authorized Shares. Of the total number of authorized Common Shares, 300,000,000 shares are classified as Class B Common Shares.

(2) Definitions. As used herein, the following terms shall have the following meanings and shall be added to those definitions listed in Article V of the Charter unless the context otherwise requires:

“Class B Conversion Rate” shall mean the fraction, the numerator of which is the Class B NAV Per Share and the denominator of which is the Class I-PR NAV Per Share.

“Class B NAV Per Share” shall mean the net asset value per Class B Common Share, calculated as described in the most recent Valuation Procedures.

(3) Conversion of Class B Common Shares to Class I-PR Common Shares. Each Class B Common Share held in a Stockholder's account shall automatically and without any action on the part of the holder thereof convert into a number of Class I-PR Common Shares (including fractional shares) equal to the Class B Conversion Rate on the earliest of (a) a Listing of any class of Common Shares or (b) a merger or consolidation of the Corporation with or into another entity in which the Corporation is not the surviving entity, or the sale or other disposition of all or substantially all of the Corporation’s assets.

(4) Rights Upon Liquidation. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class B Common Shares will automatically convert to Class I-PR Common Shares (including fractional shares) at the Class B Conversion Rate.

(5) Voting Rights. Holders of Class B Common Shares shall not be entitled to vote such shares on any matter upon which Stockholders are entitled to vote.

SECOND: The Class B Common Shares have been designated and classified by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Co-President and attested to by its Secretary on this 13^th^ day of October, 2025.

ATTEST:ARES REAL ESTATE INCOME TRUST INC.

By: /s/ Joshua J. WidoffBy: /s/ Jeffrey W. Taylor

Name: Joshua J. WidoffName: Jeffrey W. Taylor

Title: SecretaryTitle: Co-President

Exhibit 10

Exhibit 10.1

SUBSCRIPTION AGREEMENT

To:	Ares Real Estate Income Trust Inc.<br>One Tabor Center<br><br>1200 Seventeenth Street, Suite 2900<br>Denver, CO 80202
Re:	Subscription Agreement for the Purchase of Class B Common Shares (this “Subscription Agreement”)
---	---

Ares Apogee Finance HoldCo L.P., an exempted limited partnership formed under the laws of the State of Delaware (“Apogee SPV”), as of the 17th day of October, 2025, agrees to purchase a number of shares (the “Securities”) of Class B common stock, par value $0.01 per share (the “Class B Common Shares”), of Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”), in a purchase amount equal to $200,000,000 pursuant to the terms and conditions of this Subscription Agreement.

Apogee SPV acknowledges that the Class B Common Shares are not registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that the Company will not register the Class B Common Shares under the Exchange Act or register the issuance of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws (the “State Acts”) in reliance upon exemptions from registration contained in the Securities Act and the State Acts, and that the Company relies upon these exemptions, in part, because of Apogee SPV’s representations, warranties and agreements contained in this Subscription Agreement.

The parties hereto represent, warrant and agree as follows:

1.            Subject to the provisions below, Apogee SPV hereby agrees to purchase from the Company a number of Class B Common Shares in a purchase amount equal to $200,000,000, (the “Purchase”) on October 17, 2025 (the “Purchase Date”), for the Securities to be issued by the Company on November 3, 2025 (the “Issuance Date”).

a.            Apogee SPV shall make the Purchase pursuant to the terms of this Subscription Agreement in U.S. dollars by wire transfer of immediately available funds prior to the Issuance Date.

b.            In exchange for the Purchase pursuant to the terms of this Subscription Agreement, the Company shall issue to Apogee SPV a number of Class B Common Shares equal to the Purchase amount divided by a share price equal to the net asset value (“NAV”) per share of Class I-PR common stock, par value $0.01 per share, of the Company, as of September 30, 2025, as determined pursuant to the Company’s Valuation Procedures (as defined in the Company’s charter (the “Charter”) and Multiple Class Plan (as defined in the Charter)).

2.             Apogee SPV hereby represents and warrants to the Company as follows, as of the Purchase Date:

a.            Apogee SPV has carefully read this Subscription Agreement, and, to the extent it believes necessary, has discussed with its counsel the representations, warranties and agreements that it makes by signing this Subscription Agreement and acknowledges and agrees to all of the limitations set forth herein relating to the repurchase by the Company of the Securities.

b.            Apogee SPV is a legal entity duly organized, validly existing and in good standing under the laws of the state, commonwealth or other jurisdiction wherein it was organized or established. Apogee SPV has all requisite power and authority to purchase the Securities, execute and deliver this Subscription Agreement and to perform all of the obligations required to be performed by Apogee SPV hereunder, and such purchase and performance will not violate or contravene any law, rule or regulation binding on or applicable to Apogee SPV or any investment guideline or restriction applicable to Apogee SPV. The person executing this Subscription Agreement on behalf of Apogee SPV is duly authorized to do so in the capacity in which such person is executing this Subscription Agreement. This Subscription Agreement and any other documents executed and delivered by Apogee SPV in connection herewith have been duly authorized, executed, and delivered by Apogee SPV, and are the legal, valid, and binding obligations of Apogee SPV, enforceable against Apogee SPV in accordance with their respective terms, except to the extent that

enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application related to or affecting creditors’ rights and by general equitable principles.

c.Apogee SPV is purchasing the Securities for its own account, with the intention of holding the Securities for investment and with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities. Subject to Section 7 of this Subscription Agreement, Apogee SPV will not make any sale, transfer or other disposition of the Securities except as permitted by the Charter and applicable law. Apogee SPV acknowledges that Apogee SPV and its affiliates have no right to require the Company to seek such registration of the Securities. Apogee SPV acknowledges that the Company has no obligation to comply with the conditions of Rule 144 promulgated under the Securities Act or to take any other action necessary in order to make available any exemption for the resale of the Securities without registration. Apogee SPV further acknowledges that the Securities will be subject to significant restrictions on transferability and ownership as set forth from time to time in the Charter.

d.Apogee SPV is familiar with the business in which the Company will be engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is agreeing to undertake in this Subscription Agreement. Apogee SPV is fully aware of the problems and risks involved in making investments of this type and is capable of evaluating the merits and risks of such investments.

e.            Apogee SPV is not relying on any communication (written or oral) of the Company or any of its affiliates as investment or tax advice or as a recommendation to purchase the Securities. Apogee SPV acknowledges that no U.S. federal or state or non-U.S. agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of an investment in the Securities.

f.Apogee SPV has such knowledge, skill and experience in business, financial and investment matters that Apogee SPV is capable of evaluating the merits and risks of an investment in the Securities and making an informed investment decision with respect thereto. Apogee SPV has made an independent legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities. Apogee SPV is able to bear the substantial economic risks related to an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment, and can afford a complete loss of such investment.

g.Apogee SPV is an “accredited investor” as defined in Regulation D under the Securities Act. Apogee SPV agrees to furnish additional information reasonably requested by the Company to assure compliance with applicable securities laws, rules and regulations in connection with the purchase and sale of the Securities.

h.            Apogee SPV acknowledges that neither the Company nor any other person offered to sell the Securities by means of, and Apogee SPV is not investing in the Securities as a result of, any form of general solicitation or advertising, including but not limited to: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (b) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

i.            Apogee SPV acknowledges that the Company will not issue physical certificates for the Securities. Instead, the Securities will be recorded on the books and records of the Company or its transfer agent.

j.            Apogee SPV acknowledges that the representations made by Apogee SPV herein shall be continuing. If there is any material change to the facts or circumstances underlying the representations made by Apogee SPV herein such that the representations would become false, inaccurate or misleading, Apogee SPV agrees to notify the Company promptly of such material change.

3.            Ownership Limit Waiver

a.The Company has elected tax treatment as a real estate investment trust (a “REIT”) for federal income tax purposes, has the authority to grant an exemption from the Aggregate Share Ownership Limit and the Common Share Ownership Limit (each as defined in the Charter) applicable to holders of shares of common stock of the Company, $0.01 par value per share (the “Common Shares”) and/or shares of preferred stock of the Company,

$0.01 par value per share (the “Preferred Shares”) and may establish an Excepted Holder Limit (as defined in the Charter) for such holders, provided that certain conditions are met. Capitalized terms used but not otherwise defined in this Section 3 have the meanings ascribed to such terms in the Charter.

b. Based on the terms and conditions set forth herein, the Board of Directors of the Company (the “Board”) hereby grants Apogee SPV an exemption from the Aggregate Share Ownership Limit and the Common Share Ownership Limit and hereby establishes the Excepted Holder Limit for Apogee SPV in an amount up to 30% (in value or number of shares, whichever is more restrictive) of the outstanding Common Shares.

c. The Board has determined that it does not require any representations or undertakings from Apogee SPV pursuant to Section 7.1.7 of the Charter, other than those made in this Subscription Agreement.

d. Apogee SPV represents and warrants to the Company that it does not own and will not own, actually or Constructively, an interest in any tenant of the Company (or a tenant of an entity owned or controlled by the Company) that would cause the Company to own, actually or Constructively, more than a 9.9% ownership interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant.

e. Apogee SPV agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 7.1.1 through 7.1.6 of the Charter) will result in Shares that would otherwise be Beneficially Owned or Constructively Owned by Apogee SPV being automatically Transferred to a Charitable Trust in accordance with Sections 7.1.1(b) and 7.2 of the Charter.

f. Apogee SPV agrees with the Company that Apogee SPV (and any person owning a direct or indirect interest in Apogee SPV) will not take or allow any action (within its control) after the date of this Ownership Limit Waiver that will cause the foregoing representations or warranties to fail to be true and accurate.

g. Apogee SPV acknowledges and agrees that the Board is relying on the continuing truth and accuracy of the representations, warranties and agreements of Apogee SPV in this Section 3 in granting the exemption from the Aggregate Share Ownership Limit and the Common Share Ownership Limit to Apogee SPV and that such exemption will be void and ineffective if any of the representations and warranties are not true and accurate at any time or any of the agreements are violated.

h. Apogee SPV represents and warrants to the Company that it has reviewed the Charter and agrees that the ownership limit waiver granted under this Section is subject to the terms of the Charter in all respects.

i.Apogee SPV acknowledges that maintaining REIT status is of primary importance to the Company. In furtherance of the foregoing, if the Board determines that it is necessary to ensure the Company will maintain REIT status, Apogee SPV agrees that (i) the Company shall redeem an amount, if any, of the Securities sufficient for the Company to maintain REIT status (as determined by the Board), at a price per share equal to the most recently determined NAV per share as of the repurchase date and (ii) the Board will grant a revised ownership limit waiver, if required, for the portion of Apogee SPV’s investment in the Securities not redeemed by the Company under (i) and that remains outstanding and in excess of the ownership limits contained in the charter.

4.             The Company hereby represents and warrants to Apogee SPV as follows, as of the Purchase Date:

a.            The Company is a legal entity duly organized, validly existing and in good standing under the laws of the state of Maryland. The Company has all requisite power and authority to execute and deliver this Subscription Agreement and to perform all of the obligations required to be performed by it hereunder, and such performance will not violate or contravene any law, rule or regulation binding on or applicable to the Company. The person executing this Subscription Agreement on behalf of the Company is duly authorized to do so in the capacity in which such person is executing this Subscription Agreement. This Subscription Agreement and any other documents executed and delivered by the Company in connection herewith have been duly authorized, executed, and delivered by the Company and are the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general application related to or affecting creditors’ rights and by general equitable principles.

b.            Neither the offer and sale of the Securities nor the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Subscription Agreement will result in a violation or default of, or the imposition of any lien upon any assets of the Company or any of its subsidiaries pursuant to (a) any provision of applicable law, (b) its organizational documents, (c) the organizational documents, each as amended, of any subsidiary of the Company, (d) any agreement or other instrument binding upon the Company or any subsidiary of the Company or (e) any order of any governmental entity, agency or court having jurisdiction over the Company or any subsidiary of the Company or any of its assets, except in the case of clauses (a), (c), (d) and (e) for any such violation, default or lien that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company’s business, financial condition or results of operations or the Company’s ability to perform its obligations under this Subscription Agreement.

c.            No consent, approval, authorization, order, registration, qualification or filing of or with any governmental entity by the Company is required in connection with the transactions contemplated herein, except such as may be required under the Securities Act or State Acts. No consent, approval, or authorization of any other person is required to be obtained by the Company in connection with the transactions contemplated herein, except for any such consent, approval or authorization that would not reasonably be expected to materially and adversely affect the Company’s business, financial condition or results of operations or the Company’s ability to perform its obligations under this Subscription Agreement.

d.            The Securities to be issued pursuant to the terms of this Subscription Agreement will, when issued, paid for and delivered, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and such Securities will be free and clear of all taxes, liens (other than transfer restrictions imposed hereunder, under the Company’s charter or by applicable law), preemptive rights, subscription and similar rights.

e.            As of the date hereof, there is no action, suit or proceeding before or by any court or governmental agency or body, now pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, which would have a material adverse effect on or would materially and adversely affect the properties or assets of the Company or which might materially and adversely affect the Company’s ability to perform its obligations under this Subscription Agreement.

5.            The Securities purchased by Apogee SPV as described herein shall be subject to the following repurchase terms:

a.            The Securities will be subject to a three-year lock-up after the Purchase Date (such date, the “Liquidity Date”).

b.           On or after the Liquidity Date, Apogee SPV may request to have Securities redeemed by the Company pursuant to the Company’s share redemption program (as amended from time to time, the “SRP”) (but only during the last month of any calendar quarter, such that redemptions satisfied will be satisfied on the first business day following such calendar quarter, consistent with the SRP) provided that such requests will be subordinate to requests from all other common stockholders who have properly submitted a redemption request for such month in accordance with the SRP (each, an “Optional SRP Repurchase”). Notwithstanding this subsection, in the event that the Securities are held by a non-affiliate of Ares Commercial Real Estate Management LLC (the “Advisor”), or the Advisor is no longer the external advisor to the Company, then the foregoing shall terminate and be of no further force or effect and instead, on or after the Liquidity Date, Apogee SPV may request to have additional Securities redeemed by the Company pursuant to the SRP pari passu with all other stockholders of the Company. Any repurchases made in satisfaction of an Optional SRP Repurchase for a given quarter will be made as of the first business day of the following quarter (consistent with the SRP).

c.            In addition, on or after the Liquidity Date, Apogee SPV may require the Company to repurchase on a monthly basis, at a price per share equal to the most recently determined NAV per share as of the repurchase date, up to $5,000,000 of Securities (each, an “Optional Non-SRP Repurchase” and collectively with an Optional SRP Repurchase, an “Optional Repurchase”) per quarter that is not subject to, nor eligible for redemption under, the terms of the SRP. The timing of such requests, and the satisfaction of such requests, shall match the timing

of the SRP. Any of such amounts not requested for redemption during a quarter will not roll forward to the next quarter.

d.Separate and apart from its right to request any Optional Repurchase, at any time after the Purchase Date if the Common Shares owned by Apogee SPV, together with any such Common Shares owned by its affiliates, were to represent 25% or more of the Company’s outstanding Common Shares (such percentage referred to herein as the “Interest”), then (a) Apogee SPV may require the Company to repurchase an amount of the Common Shares from Apogee SPV and/or its affiliates as may be necessary to cause the Interest to equal to 24.99%, at a price per share equal to the most recently determined NAV per share as of the repurchase date and (b) the Company may require Apogee SPV to submit for repurchase an amount of the Common Shares from Apogee SPV and/or its affiliates as may be necessary to cause the Interest to equal to 24.99%, at a price per share equal to the most recently determined NAV per share as of the repurchase date. The foregoing repurchase rights of (a) and (b) of this subsection will not be subject to, nor eligible for redemption under, the terms of the SRP.

Upon delivery of a written notice to the Company, Apogee SPV may, from time to time, require the Company to exchange Class B Common Shares then held by Apogee SPV for Class I-PR Common Shares of the Company (as defined in the Charter) on a one-for-one basis and in an amount that, after giving effect to such exchange, Apogee SPV, together with its Attribution Parties (as defined below), would collectively beneficially own no more than 4.90% of the number of shares of the Company’s voting common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). For such purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent an exchange results in Apogee SPV, together with its Attribution Parties, beneficially owning an amount in excess of the Maximum Percentage then in effect, such exchange shall be null and void and treated as if never made. For purposes of this Section 6, “Attribution Parties” means, collectively, the following persons and entities: (i) any direct or indirect affiliates of Apogee SPV, (ii) any person acting or who could be deemed to be acting as a group (as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder) together with Apogee SPV or any of the foregoing and (iii) any other persons whose beneficial ownership of the shares of the Company’s voting common stock would be aggregated with that of Apogee SPV and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. Upon delivery of a written notice to the Company, Apogee SPV may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For the avoidance of doubt, nothing in this Section 6 shall prevent, limit or restrict Apogee SPV’s right to request or require an Optional SRP Repurchase or Optional Non-SRP Repurchase, respectively, to request or comply with a redemption pursuant to Section 5(d) of this Subscription Agreement or to pledge any or all of the Class B Common Shares pursuant to Section 7 of this Subscription Agreement. Except as described in this Section 6, any Class I-PR Common Shares obtained as a result of the exchange of Class B Common Shares described in this Section 6 will be subject to the same rights and restrictions described in this Subscription Agreement with respect to Class B Common Shares initially purchased pursuant to this Subscription Agreement, including the ownership limit waiver in Section 3, the repurchase rights and restrictions in Section 5 and the provisions regarding the pledge of securities described in Section 7.

7.Pledge of Securities

a.The Company acknowledges that Apogee SPV intends, as collateral securing an issuance of debt by Apogee SPV pursuant to an indenture (the “Indenture”), to grant a security interest in the Securities in favor of a collateral agent for the benefit of the holders of such debt (collectively, the “Apogee Lender”) and consents to such grant, together with all related documentation and filings necessary to perfect such security interest. In the event of a foreclosure with respect to the Securities by the Apogee Lender (a “Foreclosure”), the Company hereby consents to the transfer of the Securities to the Apogee Lender provided that the Company obtains representations from the Apogee Lender on or before the date of such transfer, substantially similar to those in Section 2 hereof, such that the Company reasonably believes, with advice from counsel, that the transfer is exempt from registration under the Securities Act and, upon delivery of a written notice to the Company, to the exchange of Class B Common Shares for Class I-PR Common Shares of the Company on a one-for-one basis. In the event of a Foreclosure, following the transfer of the Securities to the Apogee Lender, the Company hereby further consents to any transfer by the Apogee Lender of the Securities to a third party in the course of liquidating the assets of the Apogee SPV in accordance with the Indenture, provided that (i) such third party is qualified to hold the Securities in accordance with the Charter and applicable law, (ii) such transfer would not result in a material adverse impact on the Company’s status as a REIT or

have otherwise materially adverse tax consequences for the Company and (iii) such third party is not a competitor of the Company, the Advisor, or any of their respective affiliates, in each case, as determined by the Company in its reasonable discretion.

b. In the event of Foreclosure, the Board will grant to the Apogee Lender an Excepted Holder Limit identical to that contained in Section 3 hereof, provided that the Company obtains representations from the Apogee Lender, substantially similar to those in Section 3 hereof, such that the Company reasonably believes, with advice from counsel, that the transfer will not have a material adverse impact to the Company’s ability to qualify as a REIT.

c.In the event of Foreclosure, the Company will grant to the Apogee Lender the same repurchase rights contained in Section 5 hereof.

d.The Apogee Lender is entitled to rely on this Section 7 as an intended third-party beneficiary.

The principal office of Apogee SPV is at the address shown under its signature on the signature page of this Subscription Agreement.

9.            This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions therein.

10.            This Subscription Agreement contains the entire agreement between the parties with respect to the subject matter thereof. The provisions of this Subscription Agreement may not be modified or waived except in a writing signed by both parties.

11.            This Subscription Agreement and the rights, powers and duties set forth herein shall, except as set forth herein, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. The parties hereto may not assign any of their respective rights or interests in and under this Subscription Agreement without the prior written consent of the other party, and any attempted assignment without such consent shall be void and without effect. Notwithstanding the foregoing, but subject to compliance with its organizational documents and applicable law, the Company and/or its subsidiaries may consummate a transaction (such as a merger or asset sale) that results in all of the Company’s stockholders (including Apogee SPV) receiving a different security (the “Subsequent Security”) from a different issuer (the “Subsequent Issuer”) in exchange for their securities in the Company (a “Transaction”). The Company may enter into a Transaction without the consent of Apogee SPV, provided that following such Transaction, Apogee SPV has substantially the same rights and privileges contained in Sections 3, 5 and 7 of this Subscription Agreement with respect to the Subsequent Securities it receives in the Transaction as it has with respect to the securities acquired pursuant to this Subscription Agreement, except with respect to Section 3 if the Subsequent Issuer does not have ownership limits in its organizational documents and except with respect to Section 5 if the Subsequent Securities are listed on a national securities exchange registered under the Exchange Act. The Company agrees that in the case of any Transaction, it will notify Apogee SPV and the Rating Agency (as defined in the Indenture) as soon as commercially practicable and in any case not later than the expiration of any time established by Apogee SPV and the Rating Agency and communicated to the Company for notification of such changes.

12.            If any part of this Subscription Agreement is held by a court of competent jurisdiction to be unenforceable, illegal or invalid, the balance of this Subscription Agreement shall remain in effect and unaffected by such unenforceability, illegality or invalidity.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first above written.

ARES APOGEE FINANCE HOLDCO L.P.,

an exempted limited partnership formed under the laws of the State of Delaware

By: Ares Apogee Finance HoldCo GP LLC, its general partner

By: Ares Apogee 2025 GP, LLC, its sole member

By: /s/ Matthew Jill

Name: Matthew Jill

Title: Authorized Signatory

Address:1800 Avenue of the Stars, Suite 1400

Los Angeles, CA 90067

Acknowledged by:

THE COMPANY:

ARES REAL ESTATE INCOME TRUST INC.

a Maryland corporation

By: /s/ Taylor M. Paul

Name: Taylor M. Paul

Title: Managing Director, Chief Financial Officer and Treasurer

[Signature Page to Apogee SPV Subscription Agreement]

Agreement

Exhibit 10.2FOURTEENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

AREIT Operating Partnership LP

A DELAWARE LIMITED PARTNERSHIP

OCTOBER 15, 2025

TABLE OF CONTENTS

Article‌PAGE

Article 1 DEFINED TERMS‌11.1Definitions‌11.2Interpretation‌15Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION‌162.1Formation‌162.2Name, Office and Registered Agent‌162.3Partners‌162.4Term and Dissolution‌162.5Filing of Certificate and Perfection of Limited Partnership‌172.6Certificates Describing Partnership Units and Special Partnership Units‌17Article 3 BUSINESS OF THE PARTNERSHIP‌17Article 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS‌184.1Capital Contributions‌184.2Classes and Series of Partnership Units‌184.3Additional Capital Contributions and Issuances of Additional Partnership Interests‌204.4Additional Funding‌224.5Capital Accounts‌224.6Percentage Interests‌234.7No Interest On Contributions‌234.8Return Of Capital Contributions‌234.9No Third Party Beneficiary‌23Article 5 PROFITS AND LOSSES; DISTRIBUTIONS‌245.1Allocation of Profit and Loss‌245.2Distribution of Cash‌265.3REIT Distribution Requirements‌305.4No Right to Distributions in Kind‌305.5Limitations on Return of Capital Contributions‌305.6Distributions Upon Liquidation‌305.7Substantial Economic Effect‌31Article 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER‌316.1Management of the Partnership‌316.2Delegation of Authority‌346.3Indemnification and Exculpation of Indemnitees‌346.4Liability of the General Partner‌356.5Reimbursement of General Partner‌366.6Outside Activities‌366.7Employment or Retention of Affiliates‌376.8General Partner Participation‌376.9Title to Partnership Assets‌376.10Redemptions of REIT Shares‌386.11No Duplication of Fees or Expenses‌38Article 7 CHANGES IN GENERAL PARTNER‌387.1Transfer of the General Partner’s Partnership Interest‌38 i

TABLE OF CONTENTS

(continued)

Article‌PAGE

7.2Admission of a Substitute or Additional General Partner‌407.3Effect of Bankruptcy, Withdrawal, Death or Dissolution of the sole remaining General Partner‌417.4Removal of a General Partner‌41Article 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS‌428.1Management of the Partnership‌428.2Power of Attorney‌428.3Limitation on Liability of Limited Partners‌438.4Ownership by Limited Partner of Corporate General Partner or Affiliate‌438.5Redemption Right‌438.6Registration‌478.7Distribution Reinvestment Plan‌48Article 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS‌489.1Purchase for Investment‌489.2Restrictions on Transfer of Limited Partnership Interests‌499.3Admission of Substitute Limited Partner‌509.4Rights of Assignees of Partnership Interests‌519.5Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner‌519.6Joint Ownership of Interests‌52Article 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS‌5210.1Books and Records‌5210.2Custody of Partnership Funds; Bank Accounts‌5210.3Fiscal and Taxable Year‌5310.4Annual Tax Information and Report‌5310.5Tax Matters Partner; Tax Elections; Special Basis Adjustments‌5310.6Reports to Limited Partners‌5410.7Safe Harbor Election‌54Article 11 AMENDMENT OF AGREEMENT; MERGER‌55Article 12 GENERAL PROVISIONS‌5512.1Notices‌5512.2Survival of Rights‌5612.3Additional Documents‌5612.4Severability‌5612.5Entire Agreement‌5612.6Pronouns and Plurals‌5612.7Headings‌5612.8Counterparts‌5612.9Governing Law‌56 EXHIBITS

EXHIBIT A -Partners, Capital Contributions and Percentage Interests or Special Percentage Interests

EXHIBIT B - Notice of Exercise of Redemption Right

ii‌

FOURTEENTH Amended and Restated LIMITED PARTNERSHIP AGREEMENT OF AREIT Operating Partnership LP

This Fourteenth Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of October 15, 2025, between Ares Real Estate Income Trust Inc., a Maryland corporation (f/k/a Black Creek Diversified Property Fund Inc.) (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto.

RECITALS:

A.AREIT Operating Partnership LP (f/k/a Dividend Capital Total Realty Operating Partnership LP) (the “Partnership”), was formed on April 12, 2005 as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on April 12, 2005.

B.The Partnership is currently governed by the Thirteenth Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 2, 2024 (the “Prior Agreement”).

C.The parties desire to amend and restate the Prior Agreement as fully set forth below.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Prior Agreement shall be and hereby is amended and restated in its entirety as follows:

Article 1 DEFINED TERMS

1.1Definitions. The following defined terms used in this Agreement shall have the meanings specified below:

“ACT” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“ADDITIONAL FUNDS” has the meaning set forth in Section 4.4.

“ADDITIONAL SECURITIES” means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5 or REIT Shares issued pursuant to a dividend reinvestment plan of the General Partner) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.3(a)(ii).

“ADMINISTRATIVE EXPENSES” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General 1‌

Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

“ADVISOR” or “ADVISORS” means the Person or Persons, if any, appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts substantially all of such functions.

“ADVISORY AGREEMENT” means the agreement between the General Partner and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the General Partner.

“AFFILIATE” means, with respect to any Person, (i) any Person directly or indirectly, owning, controlling or holding with the power to vote 10% of more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts an executive officer, director, trustee or general partner.

“AFFIRMATION DATE” has the meaning provided in Section 8.5(a).

“AGGREGATE SHARE OWNERSHIP LIMIT” shall have the meaning set forth in the Articles of Incorporation.

“AGREED VALUE” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the Partners, number and Class or Series of Partnership Units or Special Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions as of the date of contribution are set forth on Exhibit A.

“AGREEMENT” means this Fourteenth Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

“ANNUAL TOTAL RETURN AMOUNT” means the overall investment return, expressed as a dollar amount per Partnership Unit, which shall be equal to the sum of (1) the Weighted-Average Distributions per Partnership Unit over the applicable period, and (2) the Ending VPU, adjusted to remove the negative impact on the overall investment return from the payment or the obligation to pay, or distribute, as applicable, the Performance Allocation and Class-Specific Fees, less the Beginning VPU. 2‌

“APPLICABLE PERCENTAGE” has the meaning provided in Section 8.5(b).

“ARTICLES OF INCORPORATION” means the Articles of Restatement of the General Partner filed with the Maryland State Department of Assessments and Taxation on March 20, 2012, as further amended or supplemented from time to time.

“BEGINNING VPU” means the VPU determined as of the end of the most recent month prior to the commencement of the applicable period.

“CAPITAL ACCOUNT” has the meaning provided in Section 4.5.

“CAPITAL CONTRIBUTION” means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash or cash equivalents) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“CARRYING VALUE” means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.5. In the case of any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definition of Profit and Loss rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“CASH AMOUNT” means an amount of cash per Partnership Unit equal to the applicable Redemption Price determined by the General Partner.

“CERTIFICATE” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

“CLASS” means a class of REIT Shares or Partnership Units, as the context may require.

“CLASS B REIT SHARES” means the Class of REIT Shares defined as “Class B Common Shares” under the General Partner’s charter.

“CLASS B UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class B Unit as provided in this Agreement. 3‌

“CLASS E REIT SHARES” means the Class of REIT Shares defined as “Class E Common Shares” under the General Partner’s charter.

“CLASS E UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class E Unit as provided in this Agreement, and shall be either Series 1 Class E Units or Series 2 Class E Units.

“CLASS D-PR REIT SHARES” means the Class and Series of REIT Shares defined as “Class D-PR Common Shares” under the General Partner’s charter.

“CLASS D-PR UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D-PR Unit as provided in this Agreement.

“CLASS D-R REIT SHARES” means the Class and Series of REIT Shares defined as “Class D-R Common Shares” under the General Partner’s charter.

“CLASS D-R UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D-R Unit as provided in this Agreement.

“CLASS I-PR REIT SHARES” means the Class and Series of REIT Shares defined as “Class I-PR Common Shares” under the General Partner’s charter.

“CLASS I-PR UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I-PR Unit as provided in this Agreement.

“CLASS I-R REIT SHARES” means the Class and Series of REIT Shares defined as “Class I-R Common Shares” under the General Partner’s charter.

“CLASS I-R UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I-R Unit as provided in this Agreement.

“CLASS S-PR REIT SHARES” means the Class and Series of REIT Shares defined as “Class S-PR Common Shares” under the General Partner’s charter.

“CLASS S-PR UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class S-PR Unit as provided in this Agreement, and shall be either Series 1 Class S-PR Units or Series 2 Class S-PR Units.

“CLASS S-R REIT SHARES” means the Class and Series of REIT Shares defined as “Class S-R Common Shares” under the General Partner’s charter.

“CLASS S-R UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class S-R Unit as provided in this Agreement, and shall be either Series 1 Class S-R Units or Series 2 Class S-R Units.

“CLASS-SPECIFIC FEES” means any Distribution Fee expenses accrued or allocated directly or indirectly to a particular Class or Series of Partnership Units or REIT Shares. 4‌

“CLASS T-R REIT SHARES” means the Class and Series of REIT Shares defined as “Class T-R Common Shares” under the General Partner’s charter.

“CLASS T-R UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T-R Unit as provided in this Agreement, and shall be either Series 1 Class T-R Units or Series 2 Class T-R Units.

“CODE” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“COMMISSION” means the U.S. Securities and Exchange Commission.

“COMMON SHARE OWNERSHIP LIMIT” shall have the meaning set forth in the Articles of Incorporation.

“CONVERSION FACTOR” means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination. A separate Conversion Factor shall be determined for each Class or Series of Partnership Units (other than Series 2 Class S-R Units and Series 2 Class S-PR Units) by taking into account only the outstanding REIT Shares having the same Class designation as the applicable Class of Partnership Units. The Conversion Factor for Series 2 Class S-R Units shall equal the Conversion Factor for Series 1 Class S-R Units, multiplied by the Net Asset Value Per Unit for Series 2 Class S-R Units and divided by the Net Asset Value Per Unit for Series 1 Class S-R Units. The Conversion Factor for Series 2 Class S-PR Units shall equal the Conversion Factor for Series 1 Class S-PR Units, multiplied by the Net Asset Value Per Unit for Series 2 Class S-PR Units and divided by the Net Asset Value Per Unit for Series 1 Class S-PR Units. 5‌

“DEALER MANAGER” means Ares Wealth Management Solutions, LLC or such other Person or entity selected by the board of directors of the General Partner to act as the dealer manager for the Offering.

“DIRECTOR” shall have the meaning set forth in the Articles of Incorporation.

“DISTRIBUTION FEES” means any ongoing distribution fees, dealer manager fees or similar fees (as distinguished from up-front or one-time selling commissions and dealer manager fees) payable pursuant to any dealer manager agreement between the General Partner and the Dealer Manager with respect to outstanding REIT Shares or Partnership Units.

“ENDING VPU” means the VPU as of the end of the last month in the applicable period.

“EVENT OF BANKRUPTCY” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“EXCEPTED HOLDER LIMIT” shall have the meaning set forth in the Articles of Incorporation.

“FMV Option” means a fair market value purchase option giving the Partnership the right, but not the obligation, to acquire Interests from holders thereof at a later time in exchange for Partnership Units.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time.

“GENERAL PARTNER” means Ares Real Estate Income Trust Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner, in such Person’s capacity as a General Partner of the Partnership.

“GENERAL PARTNERSHIP INTEREST” means a Partnership Interest held by the General Partner.

“GENERAL PARTNER LOAN” has the meaning provided in Section 5.2(d).

“HURDLE AMOUNT” means for the applicable period, an amount that when annualized would equal 5.0% of the Beginning VPU. 6‌

“INDEMNITEE” means (i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“INDEPENDENT DIRECTORS” shall have the meaning set forth in the Articles of Incorporation.

“INTERESTS” means beneficial interests in specific Delaware statutory trusts offered in Private Placements.

“INVESTOR SERVICING FEE” means a fee paid to the dealer manager of the Private Placements equal to 0.85% per annum of the Net Asset Value Per Unit of each Resulting Series 2 Class T-R Unit, 0.85% per annum of the Net Asset Value Per Unit of each Resulting Series 1 Class S-PR Unit, 0.35% per annum of the Net Asset Value Per Unit of each Resulting Series 2 Class S-PR Unit, and 0.25% per annum of the Net Asset Value Per Unit of each Resulting Class D-PR Unit (calculated monthly in accordance with the Valuation Procedures and in this Agreement, as they may be amended from time to time) which will be allocated to the holders of Series 2 Class T-R Units, Series 1 Class S-PR Units, Series 2 Class S-PR Units or Class D-PR Units, as applicable, through a reduction in their distributions.

“JOINT VENTURE” means any joint venture or general partnership arrangement in which the Partnership is a co-venturer or general partner which are established to acquire Real Property.

“LIMITED PARTNER” means any Person named as a Limited Partner on Exhibit A, including the Special OP Unitholders, Profit Interest Partners, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“LIMITED PARTNERSHIP INTEREST” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

“LISTING” means the listing of the shares of the General Partner’s stock, previously issued by the General Partner pursuant to an effective registration statement and such shares currently registered with the Commission pursuant to an effective registration statement, on a national securities exchange or the receipt by holders of shares of the General Partner’s stock of securities that are listed on a national securities exchange in exchange for shares of the General Partner’s stock. Upon such Listing, the shares shall be deemed “LISTED”.

“LOSS” has the meaning provided in Section 5.1(g).

“LOSS CARRYFORWARD AMOUNT” means an amount that equaled zero as of September 1, 2017 and cumulatively increases from then by the absolute value of any negative Annual Total Return Amount and decrease by any positive Annual Total Return Amount, provided that the Loss Carryforward Amount shall at no time be less than zero. The effect of the Loss Carryforward Amount is that the recoupment of past Annual Total Return Amount losses will 7‌

offset the positive Annual Total Return Amount for purposes of the calculation of the Performance Allocation.

“MINIMUM LIMITED PARTNERSHIP INTEREST” means the lesser of (i) 1% or (ii) if the total Capital Contributions to the Partnership exceeds $50 million, 1% divided by the ratio of the total Capital Contributions to the Partnership to $50 million; provided, however, that the Minimum Limited Partnership Interest shall not be less than 0.2% at any time.

“MORTGAGES” means, in connection with any mortgage financing provided, invested in, participated in or purchased by the Partnership, all of the notes, deeds of trust, mortgages, security interests or other evidences of indebtedness or obligations, which are secured by or, collateralized by, or applicable to any Real Property owned by the borrowers under such notes, deeds of trust, mortgages, security interests or other evidences of indebtedness or obligations.

“MULTPLE CLASS PLAN” means a written plan adopted by the Board of Directors of the General Partner, as such plan may be amended from time to time, that sets forth the method by which distributions among classes of REIT Shares shall be determined relative to each other, and may set forth other terms of classes of REIT Shares relative to each other.

“NAV” means net asset value, calculated pursuant to the Valuation Procedures and in this Agreement.

“NAV CALCULATIONS” means the calculations used to determine the NAV of the General Partner, the REIT Shares, the Partnership and the Partnership Units, all as provided in the Valuation Procedures and in this Agreement.

“NET ASSET VALUE PER UNIT” means, for each Class or Series of Partnership Unit, the net asset value per unit of such Class or Series of Partnership Unit most recently determined in accordance with the Valuation Procedures and in this Agreement.

“NET ASSET VALUE PER REIT SHARE” means, for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares most recently determined in accordance with the Valuation Procedures and in this Agreement.

“NOTICE OF REDEMPTION” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit B.

“OFFER” has the meaning set forth in Section 7.1(c).

“OFFERING” means the offer and sale of REIT Shares to the public.

“OP UNITHOLDERS” means all holders of Partnership Interests other than the Special OP Unitholders and Profit Interest Partners.

“PARTNER” means any General Partner or Limited Partner. 8‌

“PARTNER NONRECOURSE DEBT MINIMUM GAIN” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

“PARTNERSHIP” means AREIT Operating Partnership LP, a Delaware limited partnership.

“PARTNERSHIP INTEREST” means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“PARTNERSHIP LOAN” has the meaning provided in Section 5.2(d) hereof.

“PARTNERSHIP MINIMUM GAIN” has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

“PARTNERSHIP NAV” means the NAV of the Partnership, calculated pursuant to the Valuation Procedures and in this Agreement.

“PARTNERSHIP RECORD DATE” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

“PARTNERSHIP UNIT” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class T-R Units, Class S-R Units, Class E Units, Class I-R Units, Class D-R Units, Class S-PR Units, Class I-PR Units, Class D-PR Units and Class B Units, but excluding the Partnership Interests represented by Special Partnership Units and Profit Interests. The allocation of Partnership Units of each Class and Series among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“PERCENTAGE INTEREST” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“PERFORMANCE ALLOCATION” shall have the meaning set forth in Section 5.2(c).

“PERSON” means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity. 9‌

“PRIVATE PLACEMENT” means a private placement of Interests with respect to which the Partnership will be given a FMV Option.

“PROFIT” has the meaning provided in Section 5.1(g) hereof.

“PROFIT INTEREST PARTNERS” means the holders of Profit Interests; provided, that, if such holders of Profit Interests own Partnership Units, then such holders shall be OP Unitholders and not Profit Interest Partners with respect to such Partnership Units.

“PROFIT INTEREST” means a series of Partnership Interests designated by the General Partner as a Profit Interest. The Profit Interests outstanding are set forth on Exhibit A, as such Exhibit may be amended from time to time.

“PROPERTY” means any Real Property, Real Estate Securities or other investment in which the Partnership holds an ownership interest.

“REAL ESTATE SECURITIES” means the real estate related securities, or such investments the General Partner and the Advisor mutually designate as Real Estate Securities to the extent such investments could be classified as either Real Estate Securities or Real Property, typically consisting of (i) securities of other real estate investment trusts or real estate companies, (ii) shares of open-end and/or closed-end real estate funds, and (iii) mortgages or interests in pools of mortgages secured by real estate, which are acquired by the Partnership, either directly or through joint venture arrangements or other partnerships.

“REAL PROPERTY” means (i) the real properties, including the buildings located thereon, or (ii) the real properties only, or (iii) the buildings only, which are acquired by the Partnership, either directly or through joint venture arrangements or other partnerships, or (iv) such investments the General Partner and the Advisor mutually designate as Real Property to the extent such investments could be classified as either Real Property or Real Estate Securities.

“REDEMPTION PRICE” means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date.

“REDEMPTION RIGHT” has the meaning provided in Section 8.5(a).

“REDEMPTION SHARES” has the meaning provided in Section 8.6(a).

“REGULATIONS” means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“REGULATORY ALLOCATIONS” has the meaning set forth in Section 5.1(f).

“REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

“REIT EXPENSES” means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries 10‌

shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“REIT SHARE” means a share of common stock in the General Partner (or successor entity, as the case may be), including Class S-PR REIT Shares, Class D-PR REIT Shares, Class I-PR REIT Shares, Class T-R REIT Shares, Class S-R REIT Shares, Class E REIT Shares, Class I-R REIT Shares, Class D-R REIT Shares and Class B REIT Shares.

“REIT SHARES AMOUNT” means, with respect to any Class or Series of Tendered Units, a number of REIT Shares of such Class equal to the product of the number of Partnership Units of such Class or Series offered for exchange by a Tendering Party, multiplied by the Conversion Factor for such Class or Series of Partnership Units as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

“RELATED PARTY” means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“RESULTING CLASS D-PR UNITS” means, with respect to any Interests, the Class D-PR Units issued by the Partnership in connection with its exercise of a FMV Option and acquisition of the Interests.

“RESULTING SERIES 1 CLASS S-PR UNITS” means, with respect to any Interests, the Series 1 Class S-PR Units issued by the Partnership in connection with its exercise of a FMV Option and acquisition of the Interests. 11‌

“RESULTING SERIES 2 CLASS S-PR UNITS” means, with respect to any Interests, the Series 2 Class S-PR Units issued by the Partnership in connection with its exercise of a FMV Option and acquisition of the Interests.

“RESULTING SERIES 2 CLASS T-R UNITS” means, with respect to any Interests, the Series 2 Class T-R Units issued by the Partnership in connection with its exercise of a FMV Option and acquisition of the Interests.

“SAFE HARBOR” means, the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.

“SAFE HARBOR ELECTION” means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and Internal Revenue Service Notice 2005-43, issued on May 19, 2005.

“SAFE HARBOR REGULATION” means Proposed Treasury Regulations Section 1.83-3(l) issued on May 19, 2005.

“SECURITIES ACT” means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“SERIES” means a series of a Class of REIT Shares or Partnership Units, as the context may require.

“SERIES 1 CLASS E UNITS” means Class E Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class E Units.

“SERIES 1 CLASS S-PR UNITS” means Class S-PR Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class S-PR Units.

“SERIES 1 CLASS S-R UNITS” means Class S-R Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class S-R Units.

“SERIES 1 CLASS T-R UNITS” means Class T-R Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class T-R Units.

“SERIES 2 CLASS E UNITS” means Class E Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class E Units.

“SERIES 2 CLASS S-PR UNITS” means Class S-PR Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class S-PR Units.

“SERIES 2 CLASS S-R UNITS” means Class S-R Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class S-R Units. 12‌

“SERIES 2 CLASS T-R UNITS” means Class T-R Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class T-R Units.

“SERVICE” means the United States Internal Revenue Service.

“SPECIAL OP UNITHOLDERS” means the holders of Special Partnership Units; provided, that, if such holders of Special Partnership Units own Partnership Units, then such holders shall be OP Unitholders and not Special OP Unitholders with respect to such Partnership Units.

“SPECIAL PARTNERSHIP UNIT” means a unit of a series of Partnership Interests, designated as Special Partnership Units. The number of Special Partnership Units outstanding and the Special Percentage Interests in the Partnership represented by such Special Partnership Units are set forth on Exhibit A, as such Exhibit may be amended from time to time. For the avoidance of doubt, the Special Partnership Units are separate and distinct from the Special OP Units described in Section 9.8 of the General Partner’s Articles of Incorporation, which were redeemed by the Partnership effective July 12, 2012.

“SPECIAL PERCENTAGE INTEREST” shall mean the percentage ownership interest in the Special Partnership Units of each Special OP Unitholder, as determined by dividing the Special Partnership Units owned by each Special OP Unitholder by the total number of Special Partnership Units then outstanding. The Special Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“SPECIFIED REDEMPTION DATE” means, if the Affirmation Date is at least three business days before the end of a month, the last business day of such month, and otherwise the last business day of the month following the month in which the Affirmation Date occurred.

“SPONSOR PARTIES” has the meaning provided in Section 8.5(a) hereof.

“SUBSIDIARY” means, with respect to any Person, any corporation or other entity of which the general partner is such Person or of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“SUBSIDIARY PARTNERSHIP” means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

“SUBSTITUTE LIMITED PARTNER” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

“SUCCESSOR ENTITY” has the meaning provided in the definition of “Conversion Factor” contained herein.

“SURVIVOR” has the meaning set forth in Section 7.1(d).

“TAX MATTERS PARTNER” has the meaning described in Section 10.5(a). 13‌

“TERMINATION EVENT” means the termination or nonrenewal of the Advisory Agreement (i) in connection with a merger, sale of assets or transaction involving the General Partner pursuant to which a majority of the directors of the General Partner then in office are replaced or removed, (ii) by the Advisor for “good reason” (as defined in the Advisory Agreement) or (iii) by the General Partner other than for “cause” (as defined in the Advisory Agreement).

“TENDERED UNITS” has the meaning provided in Section 8.5(a).

“TENDERING PARTY” has the meaning provided in Section 8.5(a).

“TOTAL COMPENSATION” means the aggregate of all Investor Servicing Fees and upfront selling commissions, placement fees and other upfront fees paid to the Dealer Manager with respect to Resulting Series 1 Class S-PR Units, Resulting Series 2 Class S-PR Units, Resulting Series 2 Class T-R Units, or Resulting Class D-PR Units as applicable, including all such compensation paid during the period prior to the exercise of the FMV Option, when such units were Interests.

“TOTAL EQUITY AMOUNT” means the cash purchase price of Interests in a Private Placement less the amount of any loan from the Partnership or any of its affiliates to finance a portion of such purchase price.

“TRANSACTION” has the meaning set forth in Section 7.1(c).

“TRANSFER” has the meaning set forth in Section 9.2(a).

“VALUATION PROCEDURES” means written valuation procedures adopted by the Board of Directors of the General Partner, as such procedures may be amended from time to time, that set forth the method by which the net asset value per each Class of REIT Share and Class or Series of Partnership Unit shall be calculated. Pursuant to such Valuation Procedures, certain Classes or Series of Partnership Units are each economically equivalent to a corresponding class of REIT Shares. Pursuant to this Agreement, those are as follows:

●	Series 1 Class E Units and Series 2 Class E Units are economically equivalent to Class E REIT Shares.
●	Series 1 Class S-R Units are economically equivalent to Class S-R REIT Shares.
---	---
●	Series 1 Class T-R Units and Series 2 Class T-R Units are economically equivalent to Class T-R REIT Shares.
---	---
●	Class D-R Units are economically equivalent to Class D-R REIT Shares.
---	---
●	Class I-R Units are economically equivalent to Class I-R REIT Shares.
---	---
●	Series 1 Class S-PR Units are economically equivalent to Class S-PR REIT Shares.
---	---
●	Class D-PR Units are economically equivalent to Class D-PR REIT Shares.
---	---

14‌

●	Class I-PR Units are economically equivalent to Class I-PR REIT Shares.
●	Class B Units are economically equivalent to Class B REIT Shares.
---	---

Series 2 Class S-PR Units and Series 2 Class S-R Units, however, are not economically equivalent to any Class of REIT Shares. The Net Asset Value Per Unit of Series 2 Class S-PR Units shall, upon their initial issuance, be set at the Net Asset Value Per Unit of Series 1 Class S-PR Units, and thereafter adjusted as described in the Valuation Procedures as if they were a separate Class of REIT Shares, taking into account their specific economic terms (specifically, their specific dividends and ongoing Distribution Fees) set forth herein. The Net Asset Value Per Unit of Series 2 Class S-R Units shall, upon their initial issuance, be set at the Net Asset Value Per Unit of Series 1 Class S-R Units, and thereafter adjusted as described in the Valuation Procedures as if they were a separate Class of REIT Shares, taking into account their specific economic terms (specifically, their specific dividends and ongoing Distribution Fees) set forth herein.

“VALUE” means, for each Class of REIT Shares, the fair market value per share of that Class of REIT Shares which will equal: (i) if REIT Shares of that Class are Listed, the average closing price per share for the previous thirty business days, or (ii) if REIT Shares of that Class are not Listed, the Net Asset Value Per REIT Share for REIT Shares of that Class.

“VPU” means average value per Partnership Unit, which on any given date shall be equal to (i) the Partnership NAV on such date, divided by (ii) the aggregate number of Partnership Units of all Classes and Series outstanding on such date.

“WEIGHTED-AVERAGE DISTRIBUTIONS PER PARTNERSHIP UNIT” shall mean, for a particular period of time, an amount equal to the ratio of (i) the aggregate distributions paid or accrued in respect of all Partnership Units during the applicable period, divided by (ii) the weighted-average number of Partnership Units of all Classes and Series outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis.

1.2Interpretation. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Wherever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms. For all purposes of this Agreement, the term “control” and variations thereof shall mean possession of the authority to direct or cause the direction of the management and policies of the specified entity, through the direct or indirect ownership of equity interests therein, by contract or otherwise. As used in this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” As used in this Agreement, the terms “herein,” “hereof” and “hereunder” shall refer to this Agreement in its entirety. Any references in this Agreement to “Sections” or “Articles” shall, unless otherwise specified, refer to Sections or Articles, respectively, in this Agreement. Any references in this Agreement to an “Exhibit” shall, unless otherwise specified, refer to an Exhibit attached to this Agreement. Each such Exhibit shall be deemed incorporated in this Agreement in full. 15‌

Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION

2.1Formation. The Partnership was formed as a limited partnership pursuant to and in accordance with the Act by, among other steps, the entering into of the initial partnership agreement (within the meaning of the Act) by the initial general partner of the Partnership and the initial limited partner of the Partnership and by the entering into and filing of the initial certificate of limited partnership (within the meaning of the Act) by the initial general partner of the Partnership with the Office of the Secretary of State of the State of Delaware.

2.2Name, Office and Registered Agent. The name of the Partnership is AREIT Operating Partnership LP. The specified office and place of business of the Partnership shall be One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, Colorado 80202. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3Partners.

(a)The General Partner of the Partnership is Ares Real Estate Income Trust Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.

(b)The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.4Term and Dissolution.

(a)The term of the Partnership shall be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i)The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii)The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other 16‌

disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or

(iii)The election by the General Partner that the Partnership should be dissolved.

(b)Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.5Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6Certificates Describing Partnership Units, Special Partnership Units and Profit Interests. At the request of a Limited Partner, the General Partner, at its option, may issue (but in no way is obligated to issue) a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number and Class or Series of Partnership Units, Special Partnership Units or Profit Interests owned and the Percentage Interest and Special Percentage Interest represented by any such Partnership Units or Special Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Partnership Units, Special Partnership Units and Profit Interests represented by this certificate are governed by and transferable only in accordance with the provisions of the Limited Partnership Agreement of AREIT Operating Partnership LP, as amended from time to time.

Article 3 BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any 17‌

entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

Article 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on Exhibit A, as such Exhibit may be amended from time to time. The Partners shall own Partnership Units, Special Partnership Units and Profit Interests of the Class or Series and in the amounts set forth in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A. Notwithstanding the foregoing, the General Partner may keep Exhibit A current through separate revisions to the books and records of the Partnership that reflect periodic changes to the capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership, and corresponding changes to the Partnership Interests of the Partners, without preparing a formal amendment to this Agreement, provided that such amendment shall be prepared upon the written request of any Limited Partner.

4.2Classes and Series of Partnership Units **.**The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class E Units (which may be designated by the General Partner upon issuance as Series 1 Class E Units or Series 2 Class E Units; provided, that all Class E Units issued to the General Partner shall be Series 1 Class E Units, and all other Class E Units issued prior to March 2, 2016 shall be Series 1 Class E Units), Class T-R Units (which may be designated by the General Partner upon issuance as Series 1 Class T-R Units or Series 2 Class T-R Units; provided, that all Class T-R Units issued to the General Partner shall be Series 1 Class T-R Units), Class S-R Units (which may be designated by the General Partner upon issuance as Series 1 Class S-R Units or Series 2 Class S-R Units; provided, that all Class S-R Units issued to the General Partner shall be Series 1 Class S-R Units), Class I-R Units, Class D-R Units, Class S-PR Units (which may be designated by the General Partner upon issuance as Series 1 Class S-PR Units or Series 2 Class S-PR Units; provided, that all Class S-PR Units issued to the General Partner shall be Series 1 Class S-PR Units), Class D-PR Units, Class I-PR Units and Class B Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

Immediately following the time (if any) that either (i) Total Compensation paid with respect to Series 1 Class S-PR Units related to a single purchase of Interests in a Private Placement or (ii) the aggregate Investor Servicing Fees paid with respect to Resulting Series 1 Class S-PR 18‌

Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount (if any) as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent in writing of such percentage, including whether such percentage will be calculated in accordance with (i) or (ii) of this sentence), all such Series 1 Class S-PR Units (or fraction thereof) shall automatically convert to a number of Class I-PR Units equal to the product of (x) the number of such Resulting Series 1 Class S-PR Units and (y) the Value of Class S-PR Units divided by the Value of Class I-PR Units.

Immediately following the time (if any) that either (i) Total Compensation paid with respect to Series 2 Class S-PR Units related to a single purchase of Interests in a Private Placement or (ii) the aggregate Investor Servicing Fees paid with respect to Resulting Series 2 Class S-PR Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount (if any) as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent in writing of such percentage, including whether such percentage will be calculated in accordance with (i) or (ii) of this sentence), all such Series 2 Class S-PR Units (or fraction thereof) shall automatically convert to a number of Class I-PR Units equal to the product of (x) the number of such Resulting Series 2 Class S-PR Units and (y) the Value of Class S-PR Units divided by the Value of Class I-PR Units.

Immediately following the time (if any) that either (i) Total Compensation paid with respect to Class D-PR Units related to a single purchase of Interests in a Private Placement or (ii) the aggregate Investor Servicing Fees paid with respect to Resulting Class D-PR Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount (if any) as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent in writing of such percentage, including whether such percentage will be calculated in accordance with (i) or (ii) of this sentence), all such Class D-PR Units (or fraction thereof) shall automatically convert to a number of Class I-PR Units equal to the product of (x) the number of such Resulting Class D-PR Units and (y) the Value of Class D-PR Units divided by the Value of Class I-PR Units.

Immediately following the time (if any) that either (i) Total Compensation paid with respect to Series 2 Class T-R Units related to a single purchase of Interests in a Private Placement or (ii) the aggregate Investor Servicing Fees paid with respect to Resulting Series 2 Class T-R Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent in writing of such percentage, including whether such percentage will be calculated in accordance with (i) or (ii) of this sentence), all such Series 2 Class T-R Units (or fraction thereof) shall automatically convert to a number of Class I-R Units equal to the product of (x) the number of such Resulting Series 2 Class T-R Units and (y) the Value of Class T-R Units divided by the Value of Class I-R Units. 19‌

The General Partner is hereby authorized to designate and cause the Partnership to issue Profit Interests in multiple Series via award letters with the rights and obligations of such Profit Interests set forth in such award letters or an exhibit thereto.

4.3Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.

(a)Issuances of Additional Partnership Interests.

(i)General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, including but not limited to Partnership Units issued in connection with acquisitions of properties, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Any additional Partnership Interests issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or more Series (including the Series specified in this Agreement or any other Series) of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or Series of Partnership Interests; (ii) the right of each such Class or Series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such Class or Series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless:

(1)(A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.3 (without limiting the foregoing, for example, the Partnership shall issue Class D-R Units to the General Partner in connection with the issuance of Class D-R REIT Shares) and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner; 20‌

(2)the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or

(3)the additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)Upon Issuance of Additional Securities. The General Partner shall not issue any Additional Securities other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership (without limiting the foregoing, for example, if the General Partner issues Class D-R REIT Shares, then the General Partner shall contribute the proceeds of the issuance of the Class D-R REIT Shares to the Partnership and shall cause the Partnership to issue Class D-R Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the General Partner issues Class D-R REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Class D-R Units equal to the product of (A) the number of such Class D-R REIT Shares issued by the General Partner, the proceeds 21‌

of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for Class D-R Units in effect on the date of such contribution.

(b)Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.3(a).

(c)Minimum Limited Partnership Interest. In the event that either a redemption pursuant to Section 8.5 or additional Capital Contributions by the General Partner would result in the Limited Partners, in the aggregate, owning less than the Minimum Limited Partnership Interest, the General Partner and the Limited Partners shall form another partnership and contribute sufficient Limited Partnership Interests together with such other Limited Partners so that the limited partners of such partnership own at least the Minimum Limited Partnership Interest.

4.4Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

4.5Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property or money as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), or (iv) the Partnership grants a Partnership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General 22‌

Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.6Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.7No Interest On Contributions. No Partner shall be entitled to interest on its Capital Contribution.

4.8Return Of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.9No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership. 23‌

Article 5 PROFITS AND LOSSES; DISTRIBUTIONS

5.1Allocation of Profit and Loss.

(a)General Partner Gross Income Allocation. There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of the cumulative distributions made to the General Partner under Section 6.5(b) over the cumulative allocations of Partnership income and gain to the General Partner under this Section 5.1(a).

(b)General Allocations. The items of Profit and Loss of the Partnership for each fiscal year or other applicable period, other than any items allocated under Section 5.1(a), shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under Section 5.1(a), 5.1(c), 5.1(d), 5.1(e), 5.1(h) and 5.1(i)) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.6, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets*.*

(c)Nonrecourse Deductions; Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner or Partners that bear the “economic risk of loss” with respect to the liability to which such deductions are attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated 24‌

among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s “interest in partnership profits” for purposes of determining its share of the excess nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest.

(d)Qualified Income Offset. If a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such excess deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). This Section 5.1(d) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.1(d), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated to such Partner under this Section 5.1(d).

(e)Capital Account Deficits. Loss (or items of expense or loss) shall not be allocated to a Limited Partner to the extent that such allocation would cause or increase a deficit in such Partner’s Capital Account at the end of any fiscal year (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). Any Loss or item of expense or loss in excess of that limitation shall be allocated to the General Partner. After an allocation to the General Partner under the immediately preceding sentence, to the extent permitted by Regulations Section 1.704-1(b), Profit or items of income or gain shall be allocated to the General Partner in an amount necessary to offset the items allocated to the General Partner under the immediately preceding sentence.

(f)Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner. 25‌

(g)Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Section 5.1(a), 5.1(c), 5.1(d), 5.1(e), or 5.1(h). All allocations of Profit and Loss (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

(h)Special Allocations of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner are allocable to a specific Class or Classes of REIT Shares pursuant to the Multiple Class Plan, such items, or an amount equal thereto, may be specially allocated to Classes or Series of Partnership Units pursuant to the Multiple Class Plan.

(i)Curative Allocations. The allocations set forth in Section 5.1(c), (d) and (e) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(i). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a), (b), (f) and (h).

5.2Distribution of Cash.

(a)The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. 26‌

(b)Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.5, all distributions of cash shall be made to the Partners in accordance with their respective Percentage Interests on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class or Series may differ from the amount per Partnership Unit of another Class or Series on account of differences with respect to Distribution Fees. Any such differences shall correspond to differences in the amount of Distribution Fees and distributions per REIT Share for REIT Shares of different Classes, as described in the Multiple Class Plan, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation; provided, however, that (1) distributions with respect to Series 2 Class S-PR Units shall be adjusted in the same manner but correspond to their specific Distribution Fee, which is equal to 0.35% per annum of the aggregate Net Asset Value Per Unit of the outstanding Series 2 Class S-PR Units and (2) distributions with respect to Series 2 Class S-R Units shall be adjusted in the same manner but correspond to their specific Distribution Fee, which is equal to 0.35% per annum of the aggregate Net Asset Value Per Unit of the outstanding Series 2 Class S-R Units.

(c)Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special OP Unitholders shall be entitled to a distribution (the “Performance Allocation”), promptly following the end of each year (which shall accrue on a monthly basis) in an amount equal to:

(i)the lesser of (A) the amount equal to 12.5% of (1) the Annual Total Return Amount less (2) the Loss Carryforward Amount, and (B) the amount equal to (x) the Annual Total Return Amount, less (y) the Loss Carryforward Amount, less (z) the Hurdle Amount;

multiplied by:

(ii)the weighted-average number of Partnership Units outstanding during the applicable year, calculated in accordance with GAAP as applied on a consistent basis;

(iii) provided, that the Performance Allocation shall at no time be less than zero.

Except as described in the definition of Loss Carryforward Amount in this Agreement, any amount by which the Annual Total Return Amount falls below the Hurdle Amount will not be carried forward to subsequent periods. If the Performance Allocation is distributable pursuant to this Section 5.2(c), the Special OP Unitholders shall be entitled to such distribution even in the event that the total percentage return to OP Unitholders over any longer or shorter period, or the total percentage return to any particular OP Unitholder over the same, longer or shorter period, has been less than the Annual Total Return Amount used to calculate the Hurdle Amount. The Special OP Unitholders shall not be obligated to return any portion of any Performance Allocation paid based on the General Partner’s or the Partnership’s subsequent performance. 27‌

The Performance Allocation with respect to any calendar year is generally distributable after the completion of the NAV Calculations for December of such year. The Performance Allocation shall be distributable for each calendar year in which the Advisory Agreement is in effect, even if the Advisory Agreement is in effect for a partial calendar year. If the Performance Allocation is distributable with respect to any partial calendar year, the Performance Allocation shall be calculated based on the annualized total return amount determined using the total return achieved for the period of such partial calendar year. In the event the Advisory Agreement is terminated or its term expires without renewal, the partial period Performance Allocation shall be calculated and due and distributable upon the date of such termination or non-renewal. In such event, for purposes of determining the Annual Total Return Amount, the change in VPU shall be determined based on a good faith estimate of what the NAV Calculations would be as of that date. Notwithstanding anything to the contrary in this paragraph, upon the triggering of a Pro-Rata Period as defined in the General Partner’s Second Amended and Restated Share Redemption Program, effective as of December 10, 2018 (as it may be amended from time to time, the “SRP”), distribution of the Performance Allocation shall be deferred until all REIT Share redemption requests under the SRP are satisfied.

In the event the Partnership commences a liquidation of its Assets during any calendar year, the Special OP Unitholders shall be distributed the Performance Allocation from the proceeds of the liquidation and the Performance Allocation shall be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the OP Unitholders. The calculation of the Performance Allocation for any partial year shall be calculated consistent with the applicable provisions of this Section 5.2(c).

At the election of the Special OP Unitholders, with respect to each calendar year, all or a portion of the Performance Allocation shall be paid instead to the Advisor as a fee as set forth in the Advisory Agreement. If the Special OP Unitholders do not elect on or before the first day of a calendar year to have all or a portion of the Performance Allocation paid as a fee to the Advisor, then the Performance Allocation with respect to such calendar year shall be distributable to the Special OP Unitholders as set forth in this Section 5.2(c); provided, however, that the Performance Component shall be paid to the Advisor as a fee as set forth in the Advisory Agreement with respect to the calendar year 2018.

The Performance Allocation may be payable in cash or as a distribution of Class I-R Units or any combination thereof at the election of the Special OP Unitholders. If the Special OP Unitholders elect to receive such distributions in Class I-R Units, the Special OP Unitholders will receive the number of Class I-R Units that results from dividing an amount equal to the value of the Performance Allocation by the NAV per Class I-R Unit at the time of such distribution. If the Special OP Unitholders elect to receive such distributions in Class I-R Units, the Special OP Unitholders may request the Partnership to redeem such Class I-R Units from the Special OP Unitholders at any time thereafter pursuant to Section 8.5.

The measurement of the change in VPU for the purpose of calculating the Annual Total Return Amount is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General 28‌

Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets.

If as of the end of the last month of the applicable period the NAV of a Series 1 Class E Unit is less than $10.00 per unit, the Special OP Unitholders will waive that portion of the Performance Allocation otherwise distributable to them in an amount equal to the product of (a) the Performance Allocation for the applicable period, and (b) the weighted-average number of Series 1 Class E Units outstanding over the applicable period divided by the weighted-average number of Partnership Units outstanding over the same period. In this manner, the holders of each class of Partnership Units will benefit from this waiver pro rata in accordance with their particular class’s portion of Partnership NAV.

(d)Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount to be distributed shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.

Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such 29‌

interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(e)In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

5.3REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to make shareholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.4No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.5Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

5.6Distributions Upon Liquidation. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after making the distribution to the Special OP Unitholders (or payment to the Advisor, as applicable) called for by Section 5.2(c) in connection with a liquidation of the Partnership (which shall be deemed the liquidating distribution for the Special OP Unitholders) any remaining assets of the Partnership shall be distributed to all Partners such that the holder of each Partnership Unit receives an amount equal to the Net Asset Value Per Unit for each Partnership Unit held. If, however, the remaining assets of the Partnership are not sufficient to pay in full the Net Asset Value Per Unit for each Partnership Unit, then the holders of Partnership Units of each Class or Series shall be distributed an amount equal to the product of (i) the remaining assets of the Partnership that are legally available for distribution to the Partners and (ii) the quotient obtained by dividing (A) the net asset value of the Partnership allocable to such Class or Series of Partnership Units by (B) the aggregate net asset value of the Partnership, all as calculated as described in the Valuation Procedures. Amounts to be distributed to the holders of each Class or Series of Partnership Units shall be distributed among those holders in proportion to the number of Units of that Class or Series held by each holder. After application of the foregoing, any remaining assets available for distribution to the Partners shall be distributed to the Partners in accordance with their Percentage Interests.

Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and 30‌

Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.7Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

Article 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

6.1Management of the Partnership.

(a)Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)to acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited to notes and mortgages and other Real Estate Securities, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;

(ii)to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii)to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or Series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; 31‌

(v)to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vi)to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii)to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

(viii)to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix)to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

(x)to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(xi)to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii)to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xiii)to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv)to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other 32‌

persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xv)to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi)to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii)to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xviii)to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix)to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx)to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

(xxi)to merge, consolidate or combine the Partnership with or into another Person;

(xxii)to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii)to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to 33‌

expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.2Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.3Indemnification and Exculpation of Indemnitees.

(a)The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b)The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c)The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(d)The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the 34‌

performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f)In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h)The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

6.4Liability of the General Partner.

(a)Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b)The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its shareholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its shareholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith. 35‌

(c)Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e)Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.5Reimbursement of General Partner.

(a)Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

6.6Outside Activities. Subject to Section 6.8 hereof, the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person. 36‌

6.7Employment or Retention of Affiliates.

(a)Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b)The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c)The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner.

(d)Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and reasonable to the Partnership.

6.8General Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any office, retail, multifamily industrial, or other Real Property, Real Estate Securities or other property shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership.

6.9Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held. 37‌

6.10Redemptions of REIT Shares. If the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) as determined based on the application of the Conversion Factor for that Class and Series of Partnership Units on the same terms that the General Partner redeemed such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner that have the same Class designation as the REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) that are the subject of the offer. If any REIT Shares are redeemed by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units having the same Class designation as the redeemed REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) for an equivalent purchase price based on the application of the Conversion Factor for that Class and Series of Partnership Units.

6.11No Duplication of Fees or Expenses. The Partnership may not incur or be responsible for any fee or expense (in connection with an Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.

Article 7 CHANGES IN GENERAL PARTNER

7.1Transfer of the General Partner’s Partnership Interest.

(a)The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c), (d) or (e).

(b)The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%.

(c)Except as otherwise provided in Section 6.4(b) or Section 7.1(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless:

(i)the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained;

(ii)as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class or Series an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities or other property paid 38‌

in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of such REIT Share; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding such Class or Series of Partnership Units would have received had it (1) exercised its Redemption Right and (2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or

(iii)the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class or Series, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same Class designation as the Partnership Units being exchanged.

(d)Notwithstanding Section 7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class or Series after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and which a holder of Partnership Units of any Class or Series could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor for each Class or Series of Partnership Units. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in Section 8.5 39‌

as closely as reasonably possible. The above provisions of this Section 7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the shareholders of the General Partner under applicable law.

(e)Notwithstanding Section 7.1(c),

(i)a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and

(ii)the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares of one or more Classes are listed to be submitted to the vote of the holders of the REIT Shares of one or more Classes.

7.2Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 in connection with such admission shall have been performed;

(b)if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability. 40‌

7.3Effect of Bankruptcy, Withdrawal, Death or Dissolution of the sole remaining General Partner.

(a)Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a)) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b). The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b)Following the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 by selecting, subject to Section 7.2 and any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage Interests of all Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4Removal of a General Partner.

(a)Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

(b)If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by the Limited Partners in accordance with Section 7.3(b) and otherwise admitted to the Partnership in accordance with Section 7.2. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute 41‌

General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners within ten (10) days following the removal of the General Partner. If the parties are unable to agree upon an appraiser, the removed General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value.

(c)The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(d)All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary**,** desirable and sufficient to effect all the foregoing provisions of this Section.

Article 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

8.1Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

8.2Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this 42‌

Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

8.3Limitation on Liability of Limited Partners. No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.4Ownership by Limited Partner of Corporate General Partner or Affiliate. No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

8.5Redemption Right.

(a)Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner other than the General Partner, after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of the Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S-R REIT Shares (with respect to Eligible Units that are Class S-R Units), Class T-R REIT Shares (with respect to Eligible Units that are Class T-R Units), Class D-R REIT Shares (with respect to Eligible Units that are Class D-R Units), Class I-R REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I-R Units), Class S-PR REIT Shares (with respect to Eligible Units that are Class S-PR Units), Class D-PR REIT Shares (with respect to Eligible Units that are Class D-PR Units), Class I-PR REIT Shares (with respect to Eligible Units that are Class I-PR Units) or Class B REIT Shares (with respect to Eligible Units that are Class B Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited 43‌

Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date.

Notwithstanding the foregoing, the Special OP Unitholders, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year (which, for the avoidance of doubt, does not include any Partnership Units awarded in the then-current year for the prior year’s performance, if any) and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source, but taking into account current and future funding commitments, as well as leverage considerations) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then-current SRP for at least the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) a percentage of their respective Partnership Unit Balances equal to the lowest of the pro rata percentages of REIT Shares redeemed under the SRP within the Redemption Period, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If the General Partner deems that the Redemption Requirements have not been met and there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not apply in the event that the General Partner terminates the Advisory Agreement. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. 44‌

No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

(b)If the General Partner elects to cause the Partnership to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 Class E Units shall be redeemed for Class E REIT Shares, Tendered Units that are Series 2 Class E Units or Class I-R Units shall be redeemed for Class I-R REIT Shares, Tendered Units that are Class S-R Units shall be redeemed for Class S-R REIT Shares, Tendered Units that are Class T-R Units shall be redeemed for Class T-R REIT Shares, Tendered Units that are Class D-R Units shall be redeemed for Class D-R REIT Shares, Tendered Units that are Class S-PR Units shall be redeemed for Class S-PR REIT Shares, Tendered Units that are Class D-PR Units shall be redeemed for Class D-PR REIT Shares, Tendered Units that are Class I-PR Units shall be redeemed for Class I-PR REIT Shares and Tendered Units that are Class B Units shall be redeemed for Class B REIT Shares and (II) the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the Partnership’s obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of (A) the REIT Shares Amount, (B) the Applicable Percentage and (C) solely with respect to Redemption of Series 2 Class E Units, a number, expressed as a percentage, determined by dividing the Value of Class E REIT Shares by the Value of Class I-R REIT Shares, such values determined in each case as of the end of the Specified Redemption Date. Such number of REIT Shares shall be delivered by the General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. 45‌

(c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:

(1)A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);

(2)A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and

(3)An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit).

(4)Any other documents as the General Partner may reasonably require.

(d)Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the Partnership may elect to delay the Specified Redemption Date for up to an additional 180 days to the extent required for the Partnership to accumulate liquidity from the operation of its business as described in Article 3(i) and (ii) or from borrowings to be repaid from liquidity generated by such operations (provided that any such borrowings shall not be funded, co-borrowed or guaranteed by the General Partner) so as to enable the Partnership to effectuate the payment of such Cash Amount to a Tendering Party. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the Partnership to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.

(e)Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by 46‌

less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” under section 7704 of the Code.

(f)A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares otherwise payable to a Limited Partner (i) upon redemption of Series 1 Class E Units (other than Series 1 Class E Units issued to the General Partner) pursuant to this Section 8.5 shall be paid by such Limited Partner to Dividend Capital Exchange Facilitators LLC, and (ii) upon redemption of any other Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares otherwise payable to such Limited Partner and pay it to Dividend Capital Exchange Facilitators LLC or BC Exchange Advisor Group LLC, as applicable, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.

8.6Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them:

(a)Registration of the Common Stock. The General Partner agrees to file with the Commission a registration statement covering the resale of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.5 (“Redemption Shares”) if a Limited Partner or Limited Partners who together hold Redemption Shares of a single Class that have an aggregate value of at least $10 million (based on the then current price) request that the General Partner register for resale such Redemption Shares. Such requests shall be made in writing and shall state the number of Redemption Shares to be disposed of. Within 30 days after receipt of a request for 47‌

registration, whatever the amount of the Redemption Shares requested to be registered, the General Partner shall give written notice of such request to all other Limited Partners holding Partnership Units; provided however, that the General Partner shall be obligated to give such notice no more than one time in any six-month period. Further, the General Partner shall include in a registration statement all such Redemption Shares with respect to which the General Partner has received written requests for inclusion therein (whether or not such Redemption Shares have been issued) within 15 days after the receipt of the General Partner’s notice. The General Partner further agrees to use its commercially reasonable efforts to file the registration statement within 90 days of its receipt of the written request described above, and to maintain the effectiveness of such registration statement for a period of no more than two years.

(b)Listing on Securities Exchange. If the General Partner shall list or maintain the listing of Class of REIT Shares on any securities exchange or national market system, it will at its expense and as necessary to permit the registration and sale of the Redemption Shares of such listed Class or Classes hereunder, list thereon, maintain and, when necessary, increase such listing to include such Redemption Shares.

(c)Registration Not Required. Notwithstanding the foregoing, the General Partner shall not be required to file or maintain the effectiveness of a registration statement covering the resale of Redemption Shares if, in the opinion of counsel to the General Partner, such Redemption Shares could be sold by the holders thereof pursuant to Rule 144 under the Securities Act, or any successor rule thereto.

8.7Distribution Reinvestment Plan. OP Unitholders may have the opportunity to join the General Partner’s distribution reinvestment plan by completing an enrollment form which is available upon request. A copy of the General Partner’s distribution reinvestment plan is also available upon request. The shares of the General Partner’s common stock which may be issued under the General Partner’s distribution reinvestment plan are offered only by a prospectus.

Article 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

9.1Purchase for Investment.

(a)Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)Each Limited Partner agrees that he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree. 48‌

9.2Restrictions on Transfer of Limited Partnership Interests.

(a)Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each Sponsor Party may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor Party or any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b)No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer effected as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to Section 8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c)Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d)No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e)No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary 49‌

market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(f)No transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(h)Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.3Admission of Substitute Limited Partner.

(a)Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i)The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for 50‌

the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(vi)The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(b)For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c)The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4Rights of Assignees of Partnership Interests.

(a)Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b)Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

9.5Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner. The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing 51‌

his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6Joint Ownership of Interests. A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

Article 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.1Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.2Custody of Partnership Funds; Bank Accounts.

(a)All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b)All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person 52‌

except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

10.3Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year.

10.4Annual Tax Information and Report. Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

10.5Tax Matters Partner; Tax Elections; Special Basis Adjustments.

(a)The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

(b)All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion.

(c)In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

(d) The Partners shall cause the Partnership to appoint the Tax Matters Partner or an affiliate thereof as the “partnership representative” to act on its behalf with respect to any audit, controversy, refund action, or other matter. Such “partnership representative” shall have the rights, power and authority to act as, and perform the duties and obligations of, the “partnership representative” (as such term is used in Section 6223 of the Code), as and when the role of a “partnership representative” becomes effective under Section 6223 of the Code, provided that, to the maximum extent permitted by applicable law, the 53‌

“partnership representative” shall have the same obligations, be subject to the same restrictions and limitations, and granted the rights and protections, in each case, as imposed on or granted to, the Tax Matters Partner under this Section 10.5. It is the intent of the Partners and the Partnership that, to the maximum extent permitted under applicable law, no income tax, interest, penalties or additions to tax shall ever be assessed against the Partnership pursuant to Sections 6221 or 6225 of the Code, and the Partnership, each of the Partners and any representative thereof shall take all actions (including but not limited to executing any election or consent) necessary to implement such intent. Notwithstanding anything to the contrary contained in this Agreement, upon the request of all Partners with a Percentage Interest of fifty percent (50%) or more, the Partnership and the “partnership representative” shall (i) cause the Partnership to elect out of the application of Section 6221 of the Code by making an election, where permissible, under Section 6221(b) of the Code or (ii) in the event of a “partnership adjustment” within the meaning of Section 6225 of the Code, cause the Partnership to make an election, where permissible under Section 6226 of the Code, to treat such “partnership adjustment” as an adjustment to be taken into account by each Partner (or former Partner) in accordance with Section 6226(b) of the Code. In the event the Partnership is liable for any imputed underpayment with respect to items of Partnership income, gain, loss, deduction or credit that should have been allocated to a Partner for the applicable year, such Partner shall promptly reimburse the Partnership for such amount and such reimbursement shall not be considered a Capital Contribution to the Partnership by such Partner. The foregoing shall apply even if the applicable Partner is no longer a Partner of the Partnership at the time the Partnership becomes liable for such imputed underpayment. All references to Code sections in this Section 10.5(d) refer to such sections of the Code as in effect following the effective date of their amendment by Section 1101 of the Bipartisan Budget Act of 2015 (P.L. 114).

10.6Reports to Limited Partners.

(a)As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

(b)Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

10.7Safe Harbor Election . The Partners agree that, in the event the Safe Harbor Regulation is finalized, the Partnership shall be authorized and directed to make the Safe Harbor Election and the Partnership and each Partner (including any person to whom an interest in the 54‌

Partnership is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services while the Safe Harbor Election remains effective. The Tax Matters Partner shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election.

Article 11 AMENDMENT OF AGREEMENT; MERGER

The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:

(a)any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d) or 7.1(d)) in a manner adverse to the Limited Partners;

(b)any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;

(c)any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;

(d)any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or

(e)any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

Article 12 GENERAL PROVISIONS

12.1Notices. All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A; provided, however, that any Partner may specify a different 55‌

address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.2Survival of Rights. Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

12.3Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.4Severability. If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.5Entire Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements (including the Prior Agreement) and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.6Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

12.7Headings. The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

12.8Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

12.9Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however, that any cause of action for violation of federal or state securities laws shall not be governed by this Section 12.9.

56‌

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Fourteenth Amended and Restated Limited Partnership Agreement, all as of the date first set forth above.

<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>		<br><br>., a Maryland corporation<br><br><br><br><br><br><br><br>Taylor M. Paul<br><br><br><br><br><br><br><br>

| | | GENERAL PARTNER: ARES REAL ESTATE INCOME TRUST INC., a Maryland corporation By: /s/ Taylor M. Paul Name: Taylor M. Paul Title: Managing Director, Chief Financial Officer and Treasurer | | --- | --- | --- |

<br><br><br><br>
<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>		LIMITED PARTNERS:<br><br><br><br><br><br>ARES REAL ESTATE INCOME TRUST INC., a Maryland corporation, attorney-in-fact for all Limited Partners other than the Special OP Unitholder<br><br><br><br><br><br>By: /s/ Taylor M. Paul<br><br>Name: Taylor M. Paul<br><br>Title: Managing Director, Chief Financial Officer and Treasurer<br><br><br><br>AREIT INCENTIVE FEE LP, a Delaware limited liability company, as sole Special OP Unitholder<br><br><br><br>By: AREIT INCENTIVE FEE GP LLC, its General Partner<br><br><br><br>By: ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC, its sole member<br><br><br><br><br><br>By: /s/ Anton Fiengold<br><br>Name: Anton Feingold<br><br>Title: Authorized Signatory<br><br><br><br><br><br>

EXHIBIT A

A-1

EXHIBIT B

B-1

Exhibit 99.1

CONSENT OF INDEPENDENT VALUATION ADVISOR

We hereby consent to the references to our name and the description of our role in the valuation process described under the heading “September 30, 2025 NAV Per Share” in the Current Report on Form 8-K of Ares Real Estate Income Trust Inc. (the “Company”), filed by the Company with the Securities and Exchange Commission on the date hereof, being included or incorporated by reference in (i) the Company’s Registration Statement on Form S-3 (File No. 333-230311), (ii) the Company’s Registration Statement on Form S-8 (File No. 333-194237) and (iii) the Company’s Registration Statement on Form S-11 on Form S-3 (File No. 333-252212). In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.


		/s/ Altus Group U.S. Inc.
October 17, 2025		Altus Group U.S. Inc.

Exhibit 10

Exhibit 99.2

ARES REAL ESTATE INCOME TRUST INC.

Fifth Amended and Restated Share Redemption Program

Effective as of October 17, 2025

Definitions

Advisor – Shall mean Ares Commercial Real Estate Management LLC.

Advisory Agreement – Shall mean the advisory agreement between the Advisor, the Operating Partnership and the Company.

Apogee SPV Investment – Shall mean the purchase by Ares Apogee Finance HoldCo L.P., an affiliate of the Company’s Advisor and sponsor, from the Company an aggregate amount of $200,000,000 in shares of the Company’s Class B common stock.

Company – Shall mean Ares Real Estate Income Trust Inc., a Maryland corporation. The Company may be referred to as “we” or “our” within the context of this document.

Code – Shall mean the Internal Revenue Code of 1986, as amended.

DST Program – Shall mean the Company’s program to raise capital in private placements exempt from registration under the Securities Act of 1933, as amended, or the “Securities Act” through the sale of beneficial interests in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by the Operating Partnership.

Early Redemption Deduction – Shall mean have the meaning set forth below.

NAV – Shall mean the net asset value of the Company or a class of its shares, as the context requires, determined in accordance with the Company’s valuation policies and procedures.

Operating Partnership – Shall mean AREIT Operating Partnership LP.

Operating Partnership Agreement – Shall mean the Fourteenth Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended from time to time.

OP Units – Shall mean limited partnership interests in the Operating Partnership.

Offerings – Shall mean any ongoing public or private offerings of the Company’s common stock, whether in a primary offering or pursuant to the Company’s distribution reinvestment plan.

Redemption Date – Shall have the meaning set forth below.

Stockholders or stockholders – Shall mean the holders of the Company’s common stock. Stockholders may be referred to as “you” or “your” within the context of this document.

Transaction Price – Shall mean the price at which a share will be redeemed, which will generally be equal to the most recently disclosed monthly NAV per share for the applicable class of shares. The Company may use a Transaction Price other than the most recently disclosed monthly NAV in cases where the Company believes there has been a material change (positive or negative) to the Company’s NAV per share relative to the most recently disclosed monthly NAV per share.

Share Redemption Program

We expect that there will be no regular secondary trading market for shares of our common stock. While you should view your investment as long term with limited liquidity, we have adopted this share redemption program, whereby stockholders may request that we redeem all or any portion of their shares in accordance with the procedures and subject to certain conditions and limitations described below.

Due to the illiquid nature of investments in real property, we may not have sufficient liquid resources to fund redemption requests. In addition, we have established limitations on the amount of funds we may use for redemptions during any calendar month and quarter. See “Redemption Limitations” below. Further, our board of directors may make exceptions to, modify or suspend this share redemption program if in its reasonable judgment it deems such action to be in our best interest and the best interest of our stockholders.

A stockholder’s request for redemption in accordance with any of the special treatment described below in the event of the death or qualifying disability of a stockholder must be submitted within 18 months of the death of the stockholder or the initial determination of the stockholder’s disability (which we define as such term is defined in Section 72(m)(7) of the Code), as further described below.

You may request that we redeem shares of our common stock through your financial advisor or directly with our transfer agent. We will generally adhere to the following procedures relating to the redemption of shares of our common stock:

●Under this share redemption program, to the extent we choose to redeem shares in any particular month we will only redeem shares as of the last calendar day of that month (a “Redemption Date”). Shares redeemed on the Redemption Date remain outstanding on the Redemption Date and are no longer outstanding on the day following the Redemption Date. To have your shares redeemed, your redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. Redemption requests received and processed by our transfer agent will be effected at a redemption price equal to the Transaction Price on the applicable Redemption Date, subject to any Early Redemption Deduction. Although the Transaction Price for shares of our common stock will generally be based on the most recently disclosed monthly NAV per share, the NAV per share of such stock as of the Redemption Date may be significantly different.

●A stockholder may withdraw his or her redemption request by notifying the transfer agent, directly or through the stockholder’s financial intermediary, on our toll-free, automated telephone line, (888) 310-9352. The line is open on each business day between the hours of 9:00 a.m. and 6:00 p.m. (Eastern time). Redemption requests must be cancelled before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

●If a redemption request is received after 4:00 p.m. (Eastern time) on the second to last business day of the applicable month, the redemption request will be executed, if at all, on the next month’s Redemption Date at the Transaction Price applicable to that month (subject to any Early Redemption Deduction), unless such request is withdrawn prior to the redemption. Redemption requests received and processed by our transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day.

●Redemption requests may be made by mail or by contacting your financial intermediary, both subject to certain conditions set forth herein. If making a redemption request by contacting your financial intermediary, your financial intermediary may require you to provide certain documentation or information. If making a redemption request by mail to the transfer agent, you must complete and sign a redemption authorization form which we will provide to you at no charge and which will also be available on our website. Written requests should be sent to the transfer agent at the following address:

**For regular mail:**For overnight deliveries: SS&C GIDS, Inc. SS&C GIDS, Inc. PO Box 219079430 West 7th Street, Suite 219079 Kansas City, Missouri 64121-9079Kansas City, Missouri 64105

Toll Free Number: (888) 310-9352

Corporate investors and other non-individual entities must have an appropriate certification on file authorizing redemptions. A signature guarantee may be required.

●For processed redemptions, stockholders may request that redemption proceeds are to be paid by mailed check provided that the amount is less than $100,000 and the check is mailed to an address on file with the transfer agent for at least 30 days.

●Processed redemptions of more than $100,000 will be paid only via ACH or wire transfer. For this reason, stockholders who own more than $100,000 of our common stock must provide bank instructions for their brokerage account or designated U.S. bank account. Stockholders who own less than $100,000 of our common stock may also receive redemption proceeds via ACH or wire transfer, provided the payment amount is at least $2,500. For all redemptions paid via wire transfer, the funds will be wired to the account on file with the transfer agent or, upon instruction, to another financial institution provided that the stockholder has made the necessary funds transfer arrangements. The customer service representative can provide detailed instructions on establishing funding arrangements and designating your bank or brokerage account on file. Funds will be sent only to U.S. financial institutions (ACH network members).

●A medallion signature guarantee will be required in certain circumstances. The medallion signature process protects stockholders by verifying the authenticity of a signature and limiting unauthorized fraudulent transactions. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker-dealer, clearing agency, savings association or other financial institution which participates in a medallion program recognized by the Securities Transfer Association. The three recognized medallion programs are the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program. Signature guarantees from financial institutions which are not participating in any of these medallion programs will not be accepted. A notary public cannot provide signature guarantees. We reserve the right to amend, waive or discontinue this policy at any time and establish other criteria for verifying the authenticity of any redemption or transaction request. We may require a medallion signature guarantee if, among other reasons: (1) the amount of the redemption request is over $500,000; (2) you wish to have redemption proceeds transferred by wire to an account other than the designated bank or brokerage account on file for at least 30 days or sent to an address other than your address of record for the past 30 days; or (3) our transfer agent cannot confirm your identity or suspects fraudulent activity.

●If a stockholder has made multiple purchases of shares of our common stock, any redemption request will be processed on a first in/first out basis unless otherwise requested in the redemption request.

Minimum Account Redemptions

In the event that any stockholder fails to maintain the minimum balance of $2,000 of shares of our common stock, we may redeem all of the shares held by that stockholder at the redemption price in effect on the date we determine that the stockholder has failed to meet the minimum balance, less any Early Redemption Deduction. Minimum account redemptions will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in our NAV. Minimum account redemptions are subject to Early Redemption Deduction.

Sources of Funds for Redemptions

We may, in the Advisor’s discretion, after taking the interests of our company as a whole and the interests of our remaining stockholders into consideration, use proceeds from any available sources at our disposal to satisfy redemption requests, subject to the limitation on the amount of funds we may use described below under “Redemption Limitations.” Potential sources of funding redemptions include, but are not limited to, cash on hand, cash available from borrowings, cash from the sale of shares of our common stock and cash from liquidations of investments, to the extent that such funds are not otherwise dedicated to a particular use, such as working capital, cash distributions to stockholders, purchases of real property, debt-related or other investments or redemption of OP Units.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from the Offerings and/or sales of our assets.

This share redemption program may limit our ability to make new investments or increase the current distribution rate if we experience redemption demand in excess of capacity over any two-year period. This share redemption program requires that if during any consecutive 24-month period (the “Pro-Rata Period”), we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares, we will not make any new investments (excluding short-term cash management investments under 30 days in duration) and we will use all investable assets to satisfy redemption requests (subject to the limitations under this program) until all outstanding requests are satisfied.

“Investable assets” includes net proceeds from new subscription agreements, unrestricted cash, proceeds from marketable securities, proceeds from the distribution reinvestment plan, and net cash flows after any payment, accrual, allocation, or liquidity reserve associated with costs in the normal course of owning, operating and selling real estate, debt service, redemption of holders of OP Units, repayment of debt, debt financing costs, current or anticipated debt covenants associated with existing debt, funding commitments related to real estate (provided that, any such funding commitments related to the acquisition of property were made prior to the second half of the Pro-Rata Period), master lease payments pursuant to the DST Program, general and administrative expenses, organizational and offering costs, asset management and advisory fees, performance or actions under existing contracts, obligations under our organizational documents or those of our subsidiaries (provided that any such obligation, other than an immaterial obligation or an obligation or change requested by a federal or state regulatory body, existed prior to such Pro-Rata Period), obligations imposed by law, regulations, courts or arbitration, or distributions (whether for stockholders or other investors in the company or its subsidiaries) or establishment of an adequate liquidity reserve as determined by our board of directors. The Advisor will also defer its incentive fee until all redemption requests are satisfied. Furthermore, our board of directors and management will consider additional ways to improve shareholder liquidity through this share redemption program or otherwise. The purpose of this provision is to use all available investable assets to satisfy redemption requests in such a situation as described above. Exceptions to the limitations of this paragraph may be made to complete like-kind exchanges under Section 1031 of the Code necessary to avoid adverse tax consequences, or to take actions necessary to maintain our qualification as a real estate investment trust under the Code.

Redemption Limitations

We may redeem fewer shares than have been requested in any particular month to be redeemed under this share redemption program, or none at all, in our discretion at any time. The total amount of aggregate redemptions of shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all shares as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all shares as of the last calendar day of the previous calendar quarter. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of this share redemption program, as applicable.

For the allocations described above, (i) provided that this share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that this share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

We currently measure the foregoing redemption allocations and limitations based on net redemptions during a month or quarter, as applicable. The term “net redemptions” means, during the applicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). For purposes of measuring our redemption capacity pursuant to this share redemption program, proceeds from new subscriptions in a month are included in capital inflows on the first day of the next month because that is the first day on which such stockholders have rights in the Company. Also for purposes of measuring our redemption capacity pursuant to this share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are outstanding through the last day of the month. Thus, for any given calendar quarter, the maximum amount of redemptions during that quarter will be equal to (1) 5% of the combined NAV of all shares as of the last calendar day of the previous calendar quarter, plus (2) proceeds from sales of new shares in the Offerings (including purchases pursuant to our distribution reinvestment plan) since the beginning of the current calendar quarter. The same would apply for a given month, except that redemptions in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions. If redemptions for a given month or quarter are measured on a gross basis rather than on a net basis, the redemption limitations could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter. In order for our board of directors to change the application of the allocations and limitations from net redemptions to gross redemptions or vice versa, we will provide notice to stockholders in a memorandum supplement or special or periodic report filed by us, as well as in a press release or on our website, at least 10 days before the first business day of the quarter for which the

new test will apply. The determination to measure redemptions on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter.

If the Transaction Price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the company as a whole, we may choose to redeem fewer shares in any particular month than have been requested to be redeemed, or none at all. Further, our board of directors may modify or suspend our share redemption program if in its reasonable judgment it deems a suspension to be in our best interest and the best interest of our stockholders, such as when a redemption request would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the redemption offer. Material modifications, including any amendment to the 2% monthly or 5% quarterly limitations on redemptions, to and suspensions of the share redemption program will be promptly disclosed to stockholders in a memorandum supplement or special or periodic report filed by us. Material modifications will also be disclosed on our website. In addition, we may determine to suspend the share redemption program due to regulatory changes, changes in law or if we become aware of undisclosed material information that we believe should be publicly disclosed before shares are redeemed. Once the share redemption program is suspended, our board of directors will be required to consider at least quarterly whether the continued suspension of our share redemption program is in our best interests and the best interests of our stockholders. Our board of directors must affirmatively authorize the recommencement of the program if it is suspended before stockholder requests will be considered again. Our board of directors cannot terminate our share redemption program unless shares of our common stock were to list on a national securities exchange or where otherwise required by law.

Shares obtained pursuant to the Apogee SPV Investment may be submitted for redemption through this share redemption program, subject to the limitations set forth in the subscription agreement for the Apogee SPV Investment.

Early Redemption Deduction

There is no minimum holding period for shares of our common stock and stockholders can request that we redeem their shares at any time. However, subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the Transaction Price (the “Early Redemption Deduction”).

The Early Redemption Deduction will inure indirectly to the benefit of our remaining stockholders and is intended to offset the trading costs, market impact and other costs associated with short-term trading in our common stock. We may, from time to time, waive the Early Redemption Deduction in the following circumstances:

●	redemptions resulting from death or qualifying disability;
●	in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance;
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●	with respect to shares purchased through our distribution reinvestment plan;
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●	with respect to redemption requests submitted by discretionary model portfolio management programs (and similar arrangements); or
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●	with respect to redemption requests submitted by feeder vehicles (or similar vehicles) primarily created to hold shares of our common stock, which are offered to non-U.S. persons, where such vehicles seek to avoid imposing such a deduction because of administrative or systems limitations.
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In addition, the Early Redemption Deduction may not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, collective trust fund, common trust fund, fund of fund(s) or other institutional accounts, strategy funds or programs if management determines, in its sole discretion, such account, fund or program has an investment strategy or policy that is reasonably likely to control short-term trading. Further, shares of our common stock may be sold to certain employer sponsored plans, bank or trust company accounts and accounts of certain financial institutions or intermediaries for which we may not apply the Early

Redemption Deduction to underlying stockholders, often because of administrative or systems limitations. The Early Redemption Deduction shall also not apply to shares taken by our Advisor in lieu of fees or expense reimbursements under the Advisory Agreement.

The Early Redemption Deduction will also not apply in certain situations following the departure of certain key persons to our company, unless replaced as described below. The currently designated key persons are Michael J. Blum, Rajat Dhanda, Jay W. Glaubach, Andrew E. Holm, and David A. Roth and any individual appointed by a majority of our independent directors to replace such key persons as described below. If two or more of such key persons have died, resigned, been removed, become disabled (meaning the earlier of (a) the date on which a key person’s healthcare provider states in writing that that such key person will be unable, or can reasonably be expected to be unable, to perform the essential functions of his/her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness or injury for a period of at least 60 consecutive days, or (b) the 60th consecutive day in which such key person has actually been unable to perform the essential functions of his/her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness or injury), or are otherwise unable or unwilling to exercise the authority and discharge those day-to-day management responsibilities with respect to our company as are currently exercised and discharged by such key persons, and our independent directors have not, within 60 days of such situations having arisen with respect to two or more of such key persons, approved the appointment of one or more replacements who will fulfill substantially all of the duties of at least all but one of such key persons (meaning one key person position may remain unfilled for longer than 60 days) (a “Key Man Triggering Event”), then the Early Redemption Deduction will be waived with respect to all shares purchased prior to the expiration of five business days after the public disclosure of the occurrence of such Key Man Triggering Event (“Exempt Shares”) from the time the Key Man Triggering Event is publicly disclosed until the completion of three full calendar months; provided, that if not all properly submitted redemption requests are satisfied during such three full calendar months, then such Early Redemption Deduction waiver for Exempt Shares will continue until there has been a subsequent calendar month in which all properly submitted redemption requests were satisfied. We will publicly disclose a Key Man Triggering Event and the associated waiver of the Early Redemption Deduction promptly upon its occurrence, and also promptly publicly disclose when the associated waiver of the Early Redemption Deduction has ended. Any such public disclosure will be made to stockholders in a memorandum supplement or special or periodic report filed by us, as well as in a press release or on our website.

From time to time, our board of directors may also authorize waivers of the Early Redemption Deduction for specified periods of time with respect to future redemptions for all investors upon the occurrence of specific circumstances other than personal circumstances (e.g. significant corporate changes, natural disasters) that it determines, in its sole discretion, do not raise concerns over short-term trading. Any such waivers will be publicly disclosed promptly following their approval. Any such waivers will apply to all investors and apply on a prospective basis only, and will remain effective for at least three full calendar months. Any such public disclosure will be made to stockholders in a memorandum supplement or special or periodic report filed by us, as well as in a press release or on our website.

As set forth above, we may waive the Early Redemption Deduction in respect of redemption of shares resulting from the death of a stockholder who is a natural person, subject to the conditions and limitations described above, including shares held by such stockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder, the recipient of the shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request redemption on behalf of the trust. We must receive the written redemption request within 18 months after the death of the stockholder in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death of a stockholder. Such a written request must be accompanied by a certified copy of the official death certificate of the stockholder. If spouses are joint registered holders of shares, the request to have the shares redeemed may be made if either of the registered holders dies. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right of redemption upon death does not apply.

Furthermore, as set forth above, we may waive the Early Redemption Deduction in respect of redemption of shares held by a stockholder who is a natural person who is deemed to have a qualifying disability (as such term is defined in Section 72(m)(7) of the Code), subject to the conditions and limitations described above, including shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, after receiving written notice from such stockholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the stockholder became a stockholder. We must receive the written redemption request within 18 months of the initial determination of the stockholder’s disability in order for the stockholder to rely on any of the waivers described above that may be granted in the event of the disability of a stockholder. If spouses are joint registered holders of shares, the request to have the shares redeemed may be made if either of the registered holders acquires

a qualifying disability. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right of redemption upon disability does not apply.

Items of Note

When you make a request to have shares redeemed, you should note the following:

●	if you are requesting that some but not all of your shares be redeemed, keep your balance above $2,000 to avoid minimum account redemption, if applicable;
●	you will not receive interest on amounts represented by uncashed redemption checks;
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●	under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted or canceled and the proceeds may be withheld; and
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●	all shares of our common stock requested to be redeemed must be beneficially owned by the stockholder of record making the request or his or her estate, heir or beneficiary, or the party requesting the redemption must be authorized to do so by the stockholder of record of the shares or his or her estate, heir or beneficiary, and such shares of common stock must be fully transferable and not subject to any liens or encumbrances. In certain cases, we may ask the requesting party to provide evidence satisfactory to us that the shares requested for redemption are not subject to any liens or encumbrances. If we determine that a lien exists against the shares, we will not be obligated to redeem any shares subject to the lien.
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IRS regulations require us to determine and disclose on Form 1099-B the adjusted cost basis for shares of our stock sold or redeemed. Although there are several available methods for determining the adjusted cost basis, unless you elect otherwise, which you may do by checking the appropriate box on the redemption form or calling our customer service number at (888) 310-9352, we will utilize the first-in-first-out method.

Mail and Telephone Instructions

We and our transfer agent will not be responsible for the authenticity of mail or phone instructions or losses, if any, resulting from unauthorized stockholder transactions if they reasonably believe that such instructions were genuine. We and our transfer agent have established reasonable procedures to confirm that instructions are genuine including requiring the stockholder to provide certain specific identifying information on file and sending written confirmation to stockholders of record no later than five days following execution of the instruction. Stockholders, or their designated custodian or fiduciary, should carefully review such correspondence to ensure that the instructions were properly acted upon. If any discrepancies are noted, the stockholder, or its agent, should contact his, her or its financial advisor as well as our transfer agent in a timely manner, but in no event more than 60 days from receipt of such correspondence. Failure to notify such entities in a timely manner will relieve us, our transfer agent and the financial advisor of any liability with respect to the discrepancy.

Exhibit 99.3

ARES REAL ESTATE INCOME TRUST INC.

MULTIPLE CLASS PLAN

This MULTIPLE CLASS PLAN (the “Plan”) is adopted as of October 14, 2025 by the Board of Directors (the “Board”) of Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”) pursuant to its charter (the “Charter”), to set forth the method by which distributions among classes of Common Shares shall be determined relative to each other. Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

1.Classes and Series of Common Shares. The Charter authorizes the issuance of six classes of Common Shares: Class E Common Shares, Class T Common Shares, Class S Common Shares, Class D Common Shares, Class I Common Shares and Class B Common Shares. The Class T Common Shares, Class S Common Shares, Class D Common Shares and Class I Common Shares are further designated as series named Class T-R Common Shares, Class S-R Common Shares, Class S-PR Common Shares, Class D-R Common Shares, Class D-PR Common Shares, Class I-R Common Shares and Class I-PR Common Shares.

2.Distribution Fees. In connection with the Company’s offerings of Common Shares, the Company has agreed to pay the Dealer Manager certain Distribution Fees with respect to its outstanding Common Shares.

3.Allocation of Distribution Fees. The Distribution Fees paid with respect to any class or series of Common Shares are allocated to stockholders on a class-specific basis and are borne by all holders of the applicable class. The Distribution Fees may differ for each class of Common Shares, even when the net asset value of each class is the same. As described below, normally, the Company intends that the payment of the class-specific Distribution Fees by the Company and the allocation of them to stockholders will result in different amounts of distributions being paid with respect to each class of Common Shares. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to the Company’s Valuation Procedures, the class-specific fee allocations may lower the net asset value of a class of Common Shares. Therefore, as a result of the different ongoing Distribution Fees allocable to each class of Common Shares, each class of Common Shares could have a different net asset value per share. If the net asset values of the Company’s classes of Common Shares are different, then, pursuant to the Company’s Valuation Procedures, changes to its assets and liabilities that are allocable based on net asset value may also be different for each class.

4.Distributions. Distributions on Common Shares are made on all classes of Common Shares at the same time. The per share amount of distributions on Common Shares differs because of different allocations of class-specific Distribution Fees. The Company uses the record share method of determining the per share amount of distributions on each class of Common Shares, although the Board may choose other methods. The record share method is one of several distribution calculation methods for multiple-class funds recommended, but not required, by the American Institute of Certified Public Accountants (AICPA). Under this method, the amount to be distributed on Common Shares is increased by the sum of all class-specific Distribution Fees accrued for such period. Such amount is divided by the number of Common Shares outstanding on the record date. Such per share amount is reduced for each class of Common Shares by the per share amount of any class-specific fees allocable to such class.