LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP JULY 16, 2013Limited Partnership Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement (this “Agreement”) is entered into this 16th day of July, 2013, between Industrial Property Trust Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
ADVISORY AGREEMENT among INDUSTRIAL PROPERTY TRUST INC., INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP and INDUSTRIAL PROPERTY ADVISORS LLCAdvisory Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS ADVISORY AGREEMENT, dated as of July 16, 2013 is among Industrial Property Trust Inc., a Maryland corporation (the “Corporation”), Industrial Property Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Industrial Property Advisors LLC, a Delaware limited liability company.
LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the 16th day of July, 2013 between Industrial Property Trust Inc., a Maryland corporation (the “Company”), Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”), and Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”).
LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Industrial Property 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 Class A shares (the “Class A Shares”) and Class T shares (the “Class T Shares”) of common stock, $0.01 par value per share (the Class A Shares and the Class T Shares collectively, the “Shares”), of the Company subject to the following terms:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013 by and between Industrial Property Trust Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
MANAGEMENT AGREEMENTManagement Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 16th day of July, 2013, by and between INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Owner”), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company (“Manager”).
ESCROW AGREEMENTEscrow Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 16th day of July, 2013 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Property Trust Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
