0001193125-16-640389 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT among INDUSTRIAL LOGISTICS REALTY TRUST INC., ILT OPERATING PARTNERSHIP LP and ILT ADVISORS LLC
Advisory Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”), dated as of July 1, 2016 and effective as of February 9, 2016, is among Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Corporation”), ILT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and ILT Advisors LLC, a Delaware limited liability company (the “Advisor”).

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Up to $2,000,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado

This Dealer Manager Agreement (the “Agreement”) is made and entered into as of July 1, 2016 between Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Company”), ILT 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 LIMITED PARTNERSHIP AGREEMENT OF ILT OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP July 1, 2016
Limited Partnership Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of July 1, 2016, between Industrial Logistics Realty 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.

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of July, 2016, by and between ILT OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Owner”), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company (“Manager”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [ ] day of [ ], 20[ ] by and between Industrial Logistics Realty Trust Inc., a Maryland corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • July 1st, 2016 • Industrial Logistics Realty Trust Inc. • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of July 1, 2016 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Logistics Realty 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”).

INDUSTRIAL LOGISTICS REALTY TRUST INC. Amended and Restated Share Redemption Program As Adopted by the Board of Directors, effective July 1, 2016
Industrial Logistics Realty Trust Inc. • July 1st, 2016 • Real estate investment trusts

Company – Shall mean Industrial Logistics Realty Trust Inc. The Company may be referred to as “we” or “our” within the context of this document.

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