0001193125-16-462617 Sample Contracts

LIMITED PARTNERSHIP AGREEMENT OF LOGISTICS PROPERTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP February 9, 2016
Limited Partnership Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into this 9th day of February, 2016, between Logistics 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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ADVISORY AGREEMENT among LOGISTICS PROPERTY TRUST INC., LOGISTICS PROPERTY OPERATING PARTNERSHIP LP and LOGISTICS PROPERTY ADVISORS LLC
Advisory Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Colorado

THIS ADVISORY AGREEMENT, dated as of February 9, 2016 is among Logistics Property Trust Inc., a Maryland corporation (the “Corporation”), Logistics Property Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Logistics Property Advisors LLC, a Delaware limited liability company.

LOGO] LOGISTICS PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Colorado

This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the 9th day of February, 2016 between Logistics Property Trust Inc., a Maryland corporation (the “Company”), Logistics Property Advisors LLC, a Delaware limited liability company (the “Advisor”), and Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2016 by and between Logistics Property Trust Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).

MANAGEMENT AGREEMENT
Management Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Colorado

THIS MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 9th day of February, 2016, by and between LOGISTICS PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Owner”), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company (“Manager”).

ESCROW AGREEMENT
Escrow Agreement • February 12th, 2016 • Logistics Property Trust Inc. • Real estate investment trusts • Colorado

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 9th day of February, 2016 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Logistics 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”).

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