DISTRIBUTION AGREEMENTDistribution Agreement • November 20th, 2012 • DCT Industrial Trust Inc. • Real estate investment trusts • New York
DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and DCT Industrial Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership subsidiary (the “Operating Partnership”), confirm their agreements with Wells Fargo Securities, LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Wells Fargo”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of 20,000,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.
