North Haven Net REIT closes initial offering raising ~$224M; Morgan Stanley invests $25M; board appointed

after which Mr. Armer resigned as trustee of the Company

elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase

elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase

elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase

elected each of Craig R. Callen, Kathleen Barthmaier, Lawrence M. Schloss and Lauren Hochfelder to the Board to fill the vacancies created by such increase

Effective on March 29, 2024, the Company executed its Amended and Restated Declaration of Trust (the “Declaration of Trust”), which amended and restated the Company’s Declaration of Trust, dated February 6, 2023.

In connection with the execution of the Declaration of Trust, effective on March 29, 2024, the Company adopted its Bylaws.

On April 1, 2024, the Operating Partnership entered into that Amended and Restated Limited Partnership Agreement, by and among the Company, as the general partner, Net REIT Special Limited Partner LP, a Delaware limited partnership (the “Special Limited Partner”), and the other limited partners party thereto from time to time (the “Operating Partnership Agreement”).

On April 1, 2024, the Company and the Operating Partnership entered into (i) a subscription agreement (the “MSREI Subscription Agreement”), with MSREI Holding, Inc. (“MSREI Holding” and, together with any entity that is controlled by, controls or is under common control with such entity and any of their respective predecessor entities, collectively, “Morgan Stanley”), and (ii) a subscription agreement (the “SLP Subscription Agreement” and, together with the MSREI Subscription Agreement, the “MS Subscription Agreements”), with the Special Limited Partner, collectively, pursuant to which Morgan Stanley has agreed to purchase a total of $25 million of the Company’s Class E shares and/or Class E units of the Operating Partnership (the “Morgan Stanley Equity Investment”), at a price per share/unit equal to the most recently determined NAV of the Class E shares or Class E units, as applicable.

In connection with the initial closing of the Company’s continuous private offering, on April 1, 2024, the Company terminated the warehouse funding facility with MSREI Holding, a wholly-owned subsidiary of Morgan Stanley.

On April 1, 2024, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Morgan Stanley Distribution, Inc., an indirect, wholly-owned subsidiary of Morgan Stanley (the “Dealer Manager”), pursuant to which the Dealer Manager will serve as the dealer manager for the Company’s continuous private offering.

On April 1, 2024, North Haven Net REIT, a Maryland statutory trust (the “Company”), entered into an advisory agreement (the “Advisory Agreement”), with NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and MSREF Real Estate Advisor, Inc. (the “Adviser”), pursuant to which the Adviser has the authority to source, evaluate and monitor the Company’s investment opportunities and make decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees (the “Board”).