0001193125-14-089344 Sample Contracts

FIRST AMENDMENT TO THE ADVISORY AGREEMENT
The Advisory Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO THE ADVISORY AGREEMENT (this “Amendment”), dated effective as of October 10, 2013, is entered into by and 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 (the “Advisor”). The Corporation, the Operating Partnership and the Advisor are each a “Party” and collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).

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PURCHASE AND SALE AGREEMENT BETWEEN WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership “SELLER” and IIT ACQUISITIONS LLC, a Delaware limited liability company “BUYER” PROPERTY: 6846 South 190th Street, Kent, Washington
Purchase and Sale Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of August , 2013 (the “Effective Date”), by and between WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership, having an address at 3326 160th Ave., SE, Suite 150, Bellevue, WA 98008 (“Seller”), and IIT ACQUISITIONS LLC, a Delaware limited liability company, having an address at 518 17th Street, 17th Floor, Denver, Colorado 80202 (“Buyer”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”), is made as of the 18th day of December, 2013, by and among IIT ACQUISITIONS LLC, a Delaware limited liability company (“Assignor”), on the one hand, and IPT WEST VALLEY DC LLC, a Delaware limited liability company (“Assignee”), on the other hand.

REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • Washington

THIS REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made effective as of September 19, 2013 (the “Amendment Date”), by and between WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership (“Seller”), and IIT ACQUISITIONS LLC, a Delaware limited liability company (“Buyer”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • Washington

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made effective as of September 4, 2013 (the “Amendment Date”), by and between WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership (“Seller”), and IIT ACQUISITIONS LLC, a Delaware limited liability company (“Buyer”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • Washington

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made effective as of November 22, 2013 (the “Amendment Date”), by and between WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership (“Seller”), and IIT ACQUISITIONS LLC, a Delaware limited liability company (“Buyer”).

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