Exhibit 10.52



 Exhibit 10.52 

AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT 

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT (this “Amendment”) is entered into this 25th day of November, 2015, by and between IPT BTC I GP LLC, a Delaware limited liability company (the “General Partner”) and Industrial Property Advisors LLC, a Delaware limited
liability company (the “Advisor”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).  

RECITALS: 
 A. The
General Partner and the Advisor are parties to that certain Amended and Restated Agreement, effective as of February 12, 2015 (the “Agreement”). Any term with its initial letter capitalized and not otherwise defined herein
shall have the meaning set forth in the Agreement. 
 B. Pursuant to the Third Amended and Restated Advisory Agreement, dated
as of August 14, 2015 (the “Advisory Agreement”), by and among IPT, the Operating Partnership and the Advisor, the Advisor provides acquisition and asset management services and, to the extent applicable with respect to certain
of IPT’s investments, development and construction management, property management, leasing and disposition services to IPT and IPT’s subsidiaries; provided, that, the Advisor does not provide any investment advisory services with respect
to securities (the “Investment Advisory Services”). The Advisory Agreement provides that any Investment Advisory Services shall not be provided by the Advisor, but rather shall be provided by a registered investment adviser. The
General Partner does not and will not have any employees and the General Partner does not provide Investment Advisory Services. The General Partner and the Advisor desire to amend the Agreement to clarify that the Services to be provided pursuant to
the Agreement by the Advisor exclude Investment Advisory Services and that the General Partner and the Partnership may appoint any of their affiliates or any third parties to provide Investment Advisory Services to the Partnership. 

NOW THEREFORE, the General Partner and the Advisor hereby agree to amend the Agreement as follows: 

1. The definition of “Services” in the Agreement is hereby amended to mean the services that are specifically
enumerated in Section 6.3(a) of the Partnership Agreement, other than Investment Advisory Services. 
 2. Section 1 of the
Agreement is hereby replaced in its entirety with: 
 1. Appointment. The General Partner hereby appoints the Advisor as the provider
of the Services and assigns to the Advisor the obligation to provide and perform all of the Services. The Advisor hereby accepts such appointment and such assignment, and agrees to provide and perform the Services. The General Partner and the
Advisor expressly acknowledge and agree that (a) none of the General Partner, IPT or any of their affiliates (other than the Advisor) shall, either directly or indirectly, provide or perform any of the Services and (b) the General Partner
and the Partnership may appoint any person or entity other than the Advisor, including without limitation any of their respective affiliates, to 







 
provide Investment Advisory Services to the Partnership. The Advisor shall not provide Investment Advisory Services to the Partnership and shall not receive any fees or other compensation for the
provision of Investment Advisory Services to the Partnership. 
 The General Partner and the Advisor acknowledge and agree that except as
set forth herein, all other terms of the Agreement are reaffirmed and remain in full force and effect. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above. 
  

									
		 	IPT BTC I GP LLC
			
		 		 	By: IPT Real Estate Holdco LLC, a Delaware limited liability company, its sole member
				
		 		 		 	By: Industrial Property Operating Partnership LP, a Delaware limited partnership, its sole member
					
		 		 		 		 	By: Industrial Property Trust Inc., a Maryland corporation, its general partner
			
		 	By:	 	 /s/ DWIGHT L. MERRIMAN

		 		 	Dwight L. Merriman
		 		 	Chief Executive Officer
	
	Industrial Property Advisors LLC
			
		 		 	By: Industrial Property Advisors Group LLC, a Delaware limited liability company, its sole member
				
		 		 	By:	 	 /s/ EVAN H. ZUCKER

		 		 		 	Evan H. Zucker
		 		 		 	Manager



  
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