0001193125-12-079778 Sample Contracts

LOGO] INDUSTRIAL INCOME TRUST INC. Up to $2,400,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 27th, 2012 • Industrial Income Trust Inc. • Real estate • Colorado

This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the day of , 2012 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”).

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INDUSTRIAL INCOME TRUST INC. Up to $2,400,000,000 in Shares of Common Stock SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 27th, 2012 • Industrial Income Trust Inc. • Real estate • 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:

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