Exhibit 10.10.1

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE (“Assignment”) is made and entered into as of the 15th day of August, 2024, by and between EXETER PROPERTY GROUP, LLC, a Delaware limited liability company (“Assignor”), eqrt 1500 SHOALS, L.P., a Delaware limited partnership (“Assignee”).

RECITALS:

WHEREAS, Assignor, as purchaser, and Shoals way industrial llc, an Ohio limited liability company, as seller, entered into that certain Agreement of Sale dated June 26, 2024 (as may be amended, the “Contract”), relating to that certain property commonly known as 1500 Shoals Way, Portland, Tennessee (the “Property”); and

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s rights under the Contract with respect to the Property.

NOW, THEREFORE, in consideration of the foregoing recitations, and the sum of One Dollar ($1.00) in hand paid by Assignee to Assignor, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.            Assignor hereby assigns to Assignee, and Assignee hereby assumes, all of Assignor’s right, title and interest in, to and under the Contract with respect to the Property.

2.            Assignee hereby accepts this Assignment and hereby assumes all obligations of Assignor under the Contract, with respect to the Property.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first set forth above.

ASSIGNOR:
EXETER PROPERTY GROUP, LLC,
a Delaware limited liability company
By:	/s/ J. Peter Lloyd

Name:	J. Peter Lloyd
Title:	Vice President

ASSIGNEE:
EQRT 1500 SHOALS, L.P.,
a Delaware limited partnership
By: EQRT 1500 Shoals GP, LLC,
a Delaware limited liability company,
its general partner
By: EQT Exeter REIT Operating Partnership LP,
a Delaware limited partnership,
its sole member
By: EQT Exeter Real Estate Income Trust, Inc.,
a Maryland corporation,
its sole general partner
By:	/s/ J. Peter Lloyd
J. Peter Lloyd, Chief Financial Officer

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