FORM OF LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL INCOME OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • May 22nd, 2009 • Industrial Income Trust Inc. • Delaware
FORM OF ADVISORY AGREEMENT among INDUSTRIAL INCOME TRUST INC., INDUSTRIAL INCOME OPERATING PARTNERSHIP LP and INDUSTRIAL INCOME ADVISORS LLCAdvisory Agreement • May 22nd, 2009 • Industrial Income Trust Inc. • Colorado
THIS ADVISORY AGREEMENT, dated as of , 200 , is among Industrial Income Trust Inc., a Maryland corporation (the “Corporation”), Industrial Income Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Industrial Income Advisors LLC, a Delaware limited liability company.
LOGO] INDUSTRIAL INCOME TRUST INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • May 22nd, 2009 • Industrial Income Trust Inc. • Colorado
This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the day of , 2009 between Industrial Income Trust Inc., a Maryland corporation (the “Company”), Industrial Income Advisors LLC, a Delaware limited liability company, and Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2009 • Industrial Income Trust Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2009 by and among Industrial Income Trust Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
LOGO] INDUSTRIAL INCOME TRUST INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENTIndustrial Income Trust Inc. • May 22nd, 2009 • Colorado
Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Industrial Income Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:
FORM OF SUBSCRIPTION ESCROW AGREEMENT between INDUSTRIAL INCOME TRUST INC., DIVIDEND CAPITAL SECURITIES LLC and THE BANK OF NEW YORK MELLON Dated as of , 20 ACCOUNT NUMBER(S) SHORT TITLE OF ACCOUNTEscrow Agreement • May 22nd, 2009 • Industrial Income Trust Inc. • New York
Escrow Agreement (the “Agreement”), dated as of , 20 among The Bank of New York Mellon, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8 th Floor West, New York, New York 10286 (the “Escrow Agent”), and Industrial Income Trust Inc., a Maryland corporation, with its principal office at 518 Seventeenth Street, 17th Floor, Denver, CO 80202 (the “Company”) and Dividend Capital Securities LLC, as sales agent (the “Sales Agent”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”) the identity of which will be disclosed to the Escrow Agent as the same are selected by the Sales Agent.
