0001193125-13-334337 Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP August 13, 2013
Limited Partnership Agreement • August 14th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 13th day of August, 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.

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LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 14th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado

This Amended and Restated Dealer Manager Agreement (the “Agreement”) is made and entered into as of the 13th day of August, 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”).

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 14th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 13th day of August, 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”), amends and restates that certain Escrow Agreement dated July 16, 2013 by and among the Dealer Manager, the Company and the Escrow Agent (the “Original Escrow Agreement”).

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