AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG PROLOGIS, L.P., ROCKIES ACQUISITION LLC, AND INDUSTRIAL PROPERTY TRUST INC. DATED AS OF AUGUST 20, 2019Agreement and Plan of Merger • August 23rd, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 20, 2019 (this "Agreement"), is by and among Prologis, L.P., a Delaware limited partnership ("Parent"), Industrial Property Trust Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes ("Company"), Rockies Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Each of Parent, Merger Sub and Company is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
SIDE AGREEMENT CONCERNING SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 23rd, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware
THIS SIDE AGREEMENT CONCERNING SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of August 20, 2019 by and between Industrial Property Trust Inc. a Maryland corporation (the "General Partner"), and Industrial Property Advisors Group LLC, a Delaware limited liability company (the "Special Limited Partner").
