0001193125-15-290782 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP August 14, 2015
Limited Partnership Agreement • August 14th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 14th day of August, 2015, 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.

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LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 14th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado

This Second Amended and Restated Dealer Manager Agreement (the “Agreement”) is made and entered into as of the 14th day of August, 2015 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”).

THIRD AMENDED AND RESTATED WAIVER AND EXPENSE SUPPORT AGREEMENT
Waiver and Expense Support Agreement • August 14th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado

This THIRD AMENDED AND RESTATED WAIVER AND EXPENSE SUPPORT AGREEMENT (the “Agreement”) is dated as of August 14, 2015 (“Effective Date”) by and between 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 (the “Advisor”).

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