EX-10.1



 Exhibit 10.1 

SECOND AMENDED AND RESTATED 

ADVISORY AGREEMENT 

among 
 INDUSTRIAL
LOGISTICS REALTY TRUST INC., 
 ILT OPERATING PARTNERSHIP LP 

and 
 ILT ADVISORS LLC








 TABLE OF CONTENTS 

 

							
	 1.
	 	 DEFINITIONS
	  	 	1	  
			
	 2.
	 	 APPOINTMENT
	  	 	8	  
			
	 3.
	 	 DUTIES OF THE ADVISOR
	  	 	8	  
			
	 4.
	 	 AUTHORITY OF ADVISOR
	  	 	11	  
			
	 5.
	 	 BANK ACCOUNTS
	  	 	12	  
			
	 6.
	 	 RECORDS; ACCESS
	  	 	12	  
			
	 7.
	 	 LIMITATIONS ON ACTIVITIES
	  	 	12	  
			
	 8.
	 	 RELATIONSHIP WITH DIRECTORS
	  	 	13	  
			
	 9.
	 	 FEES
	  	 	13	  
			
	 10.
	 	 EXPENSES
	  	 	15	  
			
	 11.
	 	 OTHER SERVICES
	  	 	16	  
			
	 12.
	 	 REIMBURSEMENT TO THE ADVISOR
	  	 	16	  
			
	 13.
	 	 OTHER ACTIVITIES OF THE ADVISOR
	  	 	17	  
			
	 14.
	 	 TERM; TERMINATION OF AGREEMENT
	  	 	18	  
			
	 15.
	 	 TERMINATION BY THE PARTIES
	  	 	18	  
			
	 16.
	 	 ASSIGNMENT TO AN AFFILIATE
	  	 	18	  
			
	 17.
	 	 PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION
	  	 	18	  
			
	 18.
	 	 INDEMNIFICATION BY THE CORPORATION AND THE OPERATING PARTNERSHIP
	  	 	19	  
			
	 19.
	 	 INDEMNIFICATION BY ADVISOR
	  	 	19	  
			
	 20.
	 	 NOTICES
	  	 	19	  
			
	 21.
	 	 THIRD PARTY BENEFICIARY
	  	 	20	  
			
	 22.
	 	 MODIFICATION
	  	 	20	  
			
	 23.
	 	 SEVERABILITY
	  	 	20	  
			
	 24.
	 	 CONSTRUCTION
	  	 	20	  
			
	 25.
	 	 ENTIRE AGREEMENT
	  	 	20	  
			
	 26.
	 	 INDULGENCES, NOT WAIVERS
	  	 	20	  
			
	 27.
	 	 GENDER
	  	 	21	  
			
	 28.
	 	 TITLES NOT TO AFFECT INTERPRETATION
	  	 	21	  
			
	 29.
	 	 EXECUTION IN COUNTERPARTS
	  	 	21	  
			
	 30.    
	 	 INITIAL INVESTMENT
	  	 	21	  








 THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”), dated as of
October 27, 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”). 
 W I T N E S S E T H 

WHEREAS, the Corporation intends to qualify as a REIT (as defined below), and to invest its funds in investments permitted by the terms of
Sections 856 through 860 of the Code (as defined below); 
 WHEREAS, the Corporation is the general partner of the Operating Partnership and
intends to conduct its business and make investments in Assets primarily through the Operating Partnership; 
 WHEREAS, the Corporation and
the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of, and subject to the supervision of, the Board of Directors of the Corporation, all as provided herein; 
 WHEREAS, the
Corporation, the Operating Partnership and the Advisor are parties to that certain Amended and Restated Advisory Agreement, dated as of July 1, 2016 and effective as of February 9, 2016, which is amended and restated in its entirety hereby; and 

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and
conditions hereinafter set forth. 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained
herein, the parties hereto agree as follows: 
 1. DEFINITIONS. As used in this Agreement, the following terms have the definitions
hereinafter indicated: 
 Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees, incurred by the Corporation, the
Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, acquisition, development or origination of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and
communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance, and the costs of performing due diligence. For purposes of this definition, “Asset” means
any asset that is related to or which represents a direct or indirect interest in Real Property, Mortgages or other Real Property-related debt, whether owned directly, indirectly or through a Joint Venture or other co-ownership relationship. 

Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person
(including any fees or commissions paid by or to any Affiliate of the Corporation, the Operating Partnership or the Advisor) in connection with (i) the acquisition, development or construction of a Property, (ii) the acquisition of interests in a
real estate related entity or (iii) making or investing, directly or indirectly, in Mortgages or the 

  
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origination or acquisition of other Real Property-related debt or other investments, related to or which represent a direct or indirect interest in Real Property Mortgages or other Real
Property-related debt whether owned directly, indirectly or through a Joint Venture or other co-ownership relationship, including real estate commissions, selection fees, Development Fees, Construction Fees, if any, nonrecurring management fees,
loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project. 

Advisor. ILT Advisors LLC, a Delaware limited liability company, any successor advisor to the Corporation, the Operating Partnership or
any person or entity to which ILT Advisors LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the forgoing, a Person hired or retained by ILT Advisors LLC to perform property and securities management and
related services for the Corporation or the Operating Partnership that is not hired or retained to perform substantially all of the functions of ILT Advisors LLC with respect to the Corporation or the Operating Partnership as a whole shall not be
deemed to be an Advisor. 
 Affiliate or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning,
controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director,
trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. 

Asset. Any Property, Mortgage, other debt or other investment (other than investments in bank accounts, money market funds or other
current assets) owned by the Corporation, directly or indirectly through one or more of its Affiliates. 
 Asset Management Fee. A
fee paid to the Advisor as compensation for services rendered in connection with the management and Disposition of the Corporation’s Assets. 

Average Invested Assets. For a specified period, the average of the aggregate book value of the Assets invested, directly or
indirectly, in equity interests in and loans secured by or related to real estate (including, without limitation, equity interests in REITs, mortgage pools, commercial mortgage-backed securities, mezzanine loans and residential mortgage-backed
securities), before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period. 

Board of Directors or Board. The persons holding such office, as of any particular time, under the Charter of the Corporation, whether
they be the Directors named therein or additional or successor Directors. 
 Bylaws. The bylaws of the Corporation, as the same are
in effect from time to time. 
 Cause. With respect to the termination of this Agreement, fraud, criminal conduct or willful
misconduct by the Advisor, or a material breach of this Agreement by the Advisor, which has not been cured within 30 days of such breach. 

  
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 Charter. The amended and restated articles of incorporation of the Corporation, as amended
from time to time. 
 Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference
to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. 

Construction Fees. The term “Construction Fees” shall have the meaning given such term in the Charter. 

Contract Purchase Price. The term “Contract Purchase Price” shall mean (i) the amount actually paid or allocated in
respect of the acquisition of a Property, (ii) the Corporation’s proportionate share of the amount actually paid or allocated in respect of the Real Property owned by any real estate related entity in which the Corporation acquires a
majority economic interest or which the Corporation consolidates for financial reporting purposes in accordance with generally accepted accounting principles, (iii) the amount actually paid or allocated in respect of an investment in any other
real estate related entity or (iv) the amount actually paid or allocated in respect of the origination or acquisition of Mortgages, other debt investments or other investments; in each case including any third party expenses, debt, whether
borrowed or assumed, and exclusive of Acquisition Fees and Acquisition Expenses. 
 Contract Sales Price. The total consideration
paid in connection with a Disposition, other than a Listing, including without limitation, any debt or other liabilities assumed or taken subject to by an acquirer. Without limiting the generality of the foregoing, in any transaction involving the
acquisition of the equity of the Corporation, the Operating Partnership or other selling entity, the Contract Sales Price will be deemed to include (whether or not expressed in the net per share price), the value assigned by the applicable buyer to
all assets (or the value of such assets implied by such buyer’s offer) before subtracting liabilities to derive the net per share purchase price. 

Corporation. Corporation shall have the meaning set forth in the preamble of this Agreement. 

Dealer Manager. Dividend Capital Securities LLC or such other Person or entity selected by the Board of Directors to act as the dealer
manager for the Offering. Dividend Capital Securities LLC is a member of FINRA. 
 Dealer Manager Fee. The dealer manager fee payable
to the Dealer Manager for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus. 

Director. A member of the Board of Directors of the Corporation. 

Disposition . The term “Disposition” shall include (i) a sale of one or more Assets, (ii) a sale of one or more Assets
effectuated either directly or indirectly through the sale of any entity owning such Assets, including, without limitation, the Corporation or the Operating Partnership, (iii) a sale, merger or other transaction in which the Stockholders either
receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, or (iv) a Listing. 

  
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 Distribution Fee. The distribution fee payable to the Dealer Manager as additional
compensation for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus. 

Distributions. Any distributions of money or other property by the Corporation to owners of Shares, including distributions that may
constitute a return of capital for federal income tax purposes. 
 Equity Shares. Transferable shares of beneficial interest of the
Corporation of any class or series, including common shares or preferred shares. 
 FINRA. Financial Industry Regulatory Authority,
Inc. 
 GAAP. Generally accepted accounting principles as in effect in the United States of America from time to time. 

General Partner. General Partner shall have the meaning set forth in the recitals at the beginning of this Agreement. 

Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any
successor to the Corporation and/or the Operating Partnership to assume and agree to perform the Corporation’s and/or the Operating Partnership’s obligations under this Agreement; or (ii) any uncured material breach of this Agreement
of any nature whatsoever by the Corporation and/or the Operating Partnership that remains uncured for 30 days after written notice of such material breach has been provided to the Corporation and the Operating Partnership by the Advisor. 

Gross Market Capitalization. The sum of (i) the total outstanding principal balance of all indebtedness of the Corporation, the
Operating Partnership, and its subsidiaries, and (ii) the Gross Share Value. 
 Gross Proceeds. The aggregate purchase price of all
Shares sold for the account of the Corporation through all Offerings, without deduction for Sales Commissions, Dealer Manager Fees, Distribution Fees, volume discounts, any marketing support and due diligence expense reimbursement or Organization
and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Sales Commissions or Dealer Manager Fees are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the
Corporation are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction. 

Gross Share Value. The product of (i) the total number of shares of the Corporation outstanding plus all OP Units outstanding that
are held by parties other than the Corporation, and (ii) the Value Per Share. 
 Independent Director. Independent Director shall
have the meaning set forth in the Charter. 
 Independent Expert. A person or entity with no material current or prior business or
personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Corporation. 

  
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 Joint Ventures. The joint venture, co-investment, co-ownership or partnership arrangements
in which the Corporation or any of its subsidiaries is a co-venturer, co-owner or general partner which are established to acquire or hold Assets. 

Liquidity Event. The term “Liquidity Event” shall include, but shall not be limited to, (i) a Listing, (ii) a sale,
merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the
Corporation’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration. 
 Listing.
The listing of the Shares on a national securities exchange. 
 Mortgages. In connection with mortgage financing provided, invested
in, participated in or purchased by the Corporation, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such
notes, deeds of trust, security interests or other evidences of indebtedness or obligations. 
 NASAA REIT Guidelines. The Statement
of Policy Regarding Real Estate Investment Trusts as adopted by the members of the North American Securities Administrators Association, Inc. on May 7, 2007. 

Net Income. For any period, the Corporation’s total revenues applicable to such period, less the total expenses applicable to such
period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Corporation’s Assets. 

Offering. The public offering of Shares pursuant to a Prospectus. 

Operating Partnership. Operating Partnership shall have the meaning set forth in the preamble of this Agreement. 

Operating Partnership Agreement. The Operating Partnership Agreement between the Corporation and ILT Advisors Group LLC. 

OP Unit. Units of limited partnership interest in the Operating Partnership. 

Organization and Offering Expenses. Any and all costs and expenses, other than Sales Commissions, Dealer Manager Fees, and Distribution
Fees, incurred in connection with the formation of the Corporation and the qualification and registration of all its Offerings, and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts
and commissions (including fees of the underwriters’ attorneys) payable to the Dealer Manager and Soliciting Dealers, expenses for printing and amending registration statements or supplementing prospectuses, mailing and distributing costs,
salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings), charges of transfer agents,
registrars, trustees, escrow holders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including accountants’ and attorneys’
fees. The cumulative Organization and Offering Expense reimbursements paid by the Corporation in connection with all Offerings will not exceed 2.0% of Gross Proceeds from the sale of Shares of all Offerings. 

  
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 Person. An individual, corporation, partnership, trust, joint venture, limited liability
company or other entity. 
 Property or Properties. All or a portion of the Real Property or Real Properties acquired by the
Corporation, directly or indirectly through joint venture or co-ownership arrangements or other partnership or investment entities. 

Prospectus. Prospectus shall have the meaning set forth in Section 2(10) of the Securities Act of 1933, as amended (the
“Securities Act”), including a preliminary Prospectus, an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever name
known, utilized for the purpose of offering and selling securities to the public. 
 Real Property. Land, rights in land (including
leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land. Properties sold by the Corporation or any Affiliate to investors in
tenancy-in-common interests (or pursuant to a Delaware statutory trust), beneficial interests in Delaware statutory trusts, and or similar interests shall be deemed Real Property for the purposes of this definition so long as (i) such
properties are being leased by the Corporation or any Affiliate from the tenancy-in-common (or Delaware statutory trust) investors, and (ii) such properties are reflected as Assets of the Corporation in accordance with GAAP. 

REIT. A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. 

Sale or Sales. Any transaction or series of transactions whereby: (A) the Corporation or the Operating Partnership directly or
indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a building only, and
including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Corporation or the Operating Partnership directly or indirectly (except as described in other
subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer, member or
partner; (C) any Joint Venture in which the Corporation or the Operating Partnership is a co-venturer, member or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or
relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards; (D) the Corporation or the Operating Partnership directly or indirectly
(except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Mortgage or portion thereof (including all payments thereunder or in satisfaction thereof other than regularly scheduled
interest payments) or amounts owed pursuant to such Mortgage, including any event with respect to any Mortgage which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Corporation or the Operating Partnership
directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Asset not 

  
 6 








 
previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through (E) above
in which the proceeds of such transaction or series of transactions are reinvested by the Corporation in one or more Assets within 180 days thereafter. 

Sales Commission. A percentage of Gross Proceeds from the sale of primary Shares in the Offering (not including Shares sold pursuant to
the Corporation’s distribution reinvestment plan) payable to the Dealer Manager and reallowable to Soliciting Dealers with respect to Shares sold by them. 

Securities. The term “Securities” shall mean any of the following issued by the Corporation, as the text requires: Equity
Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to,
purchase or acquire, any of the foregoing. 
 Shares. The shares of the common stock of the Corporation sold in the Offering. 

Soliciting Dealers. Broker-dealers who are members of FINRA, or that are exempt from broker-dealer registration, and who, in either
case, have executed selected dealer or other agreements with the Dealer Manager to sell Shares. 
 Special OP Units. The separate
series of limited partnership interests to be issued in accordance with Paragraph 9(c). 
 Sponsor. Any Person which (i) is
directly or indirectly instrumental in organizing, wholly or in part, the Corporation, (ii) will control, manage or participate in the management of the Corporation, and any Affiliate of any such Person, (iii) takes the initiative,
directly or indirectly, in founding or organizing the Corporation, either alone or in conjunction with one or more other Persons, (iv) receives a material participation in the Corporation in connection with the founding or organizing of the
business of the Corporation, in consideration of services or property, or both services and property, (v) has a substantial number of relationships and contacts with the Corporation, (vi) possesses significant rights to control Properties,
(vii) receives fees for providing services to the Corporation which are paid on a basis that is not customary in the industry, or (viii) provides goods or services to the Corporation on a basis which was not negotiated at arm’s-length
with the Corporation. “Sponsor” does not include any Person whose only relationship with the Corporation is that of an independent property manager and whose only compensation is as such, or wholly independent third parties such as
attorneys, accountants and underwriters whose only compensation is for professional services. 
 Stockholders. The registered holders
of the Corporation’s Shares. 
 Termination Date. The date of termination of this Agreement. 

Termination Event. The termination or nonrenewal of this Agreement (i) in connection with a merger, sale of Assets or transaction
involving the Corporation pursuant to which a majority of the Directors then in office are replaced or removed, (ii) by the Advisor for Good Reason or (iii) by the Corporation and the Operating Partnership other than for Cause. 

  
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 Total Operating Expenses. All costs and expenses paid or incurred by the Corporation, as
determined under generally accepted accounting principles, that are in any way related to the operation of the Corporation or to corporate business, including Asset Management Fees and other operating fees paid to the Advisor, but excluding
(i) the expenses of raising capital such as Organization and Offering Expenses, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees,
(vi) Acquisition Fees and Acquisition Expenses, (vii) real estate commissions on the Sale of Property, (viii) distributions made with respect to interests in the Operating Partnership, and (ix) other fees and expenses connected
with the acquisition, Disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).
Notwithstanding the definition set forth above, any expense of the Corporation which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof. 

Total Project Cost. With regard to any Real Property acquired prior to or during the development, construction or improvement stages,
all hard and soft costs and expenses paid or incurred by or on behalf of the Corporation that are in any way related to the development, construction, improvement or stabilization (including tenant improvements) of such Real Property, including, but
not limited to, any debt, whether borrowed or assumed, land and construction costs. 
 Value Per Share. The term “Value Per
Share” shall mean (i) in the event of a Listing pursuant to which incremental equity capital is expected to be raised through the issuance of shares of the Corporation, the final price at which such shares are actually issued, or an estimate
thereof reasonably determined by mutual agreement of the Corporation and the Advisor, and (ii) in the event of a Listing pursuant to which no incremental equity capital is expected to be raised through the issuance of shares of the Corporation, the
closing price at the end of the first day of trading of the Corporation’s shares upon Listing, or an estimate thereof reasonably determined by mutual agreement of the Corporation and the Advisor. 

2%/25% Guidelines. For any year in which the Corporation qualifies as a REIT, the requirement pursuant to the NASAA REIT Guidelines
that, in any 12 month period, Total Operating Expenses not exceed the greater of 2% of the Corporation’s Average Invested Assets during such 12 month period or 25% of the Corporation’s Net Income over the same 12 month period. 

2. APPOINTMENT. The Corporation and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions
set forth in this Agreement, and the Advisor hereby accepts such appointment. 
 3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its
reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation
as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating
Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or
non-Affiliated Person: 

  
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 (a) serve as the Corporation’s and the Operating Partnership’s investment and financial
advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; 

(b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the
determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating
broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the
preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer
agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating
Partnership or the Offering; 
 (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise
the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other
services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the
Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the
transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide
the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect
to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating
Partnership to comply with applicable law, including the Sarbanes-Oxley Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and
(x) establish technology infrastructure to assist in providing Stockholder support and service; 

  
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 (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage
and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers,
underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies,
securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the
foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; 

(e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation
of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and
in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; 
 (f) subject to the
provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments
on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other
changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all
other operational functions for the maintenance and administration of such Properties; 
 (g) upon request, provide the Board of Directors
with periodic reports regarding prospective investments; 
 (h) make investments in and Dispositions of Assets within the discretionary
limits and authority as granted by the Board; 
 (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or
lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and
Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties
incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; 
 (j)
obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; 

(k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance
of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; 

  
 10 








 (l) provide the Corporation and the Operating Partnership with all necessary cash management
services; 
 (m) do all things necessary to assure its ability to render the services described in this Agreement; 

(n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties
and all valuations of other Assets as may be required to be obtained by the Board; 
 (o) notify and obtain the approval of the
Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; 

(p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or
Contract Sales Price of more than $30 million before such transactions are completed; 
 (q) notify and obtain the approval of a majority of
the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and 

(r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be
approved by the Board. 
 Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long
as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an
Affiliate. 
 4. AUTHORITY OF ADVISOR. 

(a) Pursuant to the terms of this Agreement (including the restrictions included in Paragraph 3, this Paragraph 4 and in Paragraph 7), and
subject to the continuing and exclusive authority of the Board of Directors over the management of the Corporation, the Board of Directors hereby delegates to the Advisor the authority to (1) locate, analyze and select investment opportunities,
(2) manage and supervise the offering process, (3) structure the terms and conditions of transactions pursuant to which investments will be made, acquired or disposed of for the Corporation and the Operating Partnership, (4) acquire
and dispose of investments in compliance with the investment objectives and policies of the Corporation, (5) arrange for financing or refinancing for Assets, (6) enter into leases and service contracts for Properties, (7) oversee
Affiliated and non-Affiliated property managers who perform services for the Corporation or the Operating Partnership, (8) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required
to be performed under this Agreement, (9) manage communications with Stockholders, and (10) manage public reporting, internal controls, accounting and other record-keeping functions and general corporate services for the Corporation and
the Operating Partnership. 
 (b) Notwithstanding the foregoing, any investment in Real Properties, including any acquisition of Real
Property by the Corporation or the Operating Partnership (including any financing of such acquisition), will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be.


  
 11 








 (c) In connection with a proposed transaction that requires the approval of the Independent
Directors, the Advisor will deliver to the Independent Directors all documents and other information required by them to properly evaluate the proposed transaction. 

The prior approval of a majority of the Board of Directors (including a majority of the Independent Directors) will be required for each
transaction to which the Advisor or its Affiliates is a party. The Board of Directors may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to the extent the Board so
modifies or revokes the authority contained herein, the Advisor shall henceforth submit to the Board for prior approval such proposed transactions involving investments in Assets as thereafter require prior approval, provided however, that such
modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Corporation prior to the date of receipt by the Advisor of such notification.

 5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Corporation, the Operating
Partnership or the Operating Partnership’s subsidiaries and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Corporation, the Operating Partnership or the
Operating Partnership’s subsidiaries, under such terms and conditions as the Board of Directors may approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate
accountings of such collections and payments to the Board of Directors and to the auditors of the Corporation. 
 6. RECORDS; ACCESS. The
Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board of Directors and by counsel, auditors and authorized agents of the Corporation, at any time or from time to time
during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Corporation and the Operating Partnership. 

7. LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action
which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any
law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action
shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives
further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the
Advisor, its members, managers, directors, officers, 

  
 12 








 
employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or
stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance
of their duties under this Agreement except as provided in Paragraph 19 of this Agreement. 
 8. RELATIONSHIP WITH DIRECTORS. Subject to
Paragraph 7 of this Agreement and to restrictions advisable with respect to the qualification of the Corporation as a REIT, members, managers, directors, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parents
of an Affiliate, may serve as a Director and as officers of the Corporation, except that no member, manager, director, officer or employee of the Advisor or its Affiliates who also is a Director or officer of the Corporation shall receive any
compensation from the Corporation for serving as a Director or officer of the Corporation other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board of Directors and no such Director shall be
deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Charter. 
 9. FEES. 

(a) Acquisition Fees. The Advisor shall receive Acquisition Fees in connection with each Asset acquired on the Corporation’s
behalf. For investments in Real Property, the Acquisition Fee will vary depending on whether with respect to the Real Property acquired, the Advisor provides either Development Services (defined below) or Development Oversight Services (defined
below) either in connection with the acquisition of such Real Property (including, without limitation, forward commitment acquisitions), the stabilization of such Real Property (including, without limitation, development and value add transactions),
or both (any of the foregoing being “Development Real Properties). For each Real Property acquired, for which the Advisor does not provide either Development or Development Oversight Services either in connection with the acquisition of such
Real Property, the stabilization of such Real Property, or both (the “Non-Development Real Properties”), the Acquisition Fee is an amount equal to 2.0% of the Contract Purchase Price of the Non-Development Real Property (or the
Corporation’s proportional interest therein), including Real Property held in Joint Ventures or other entities that are co-owned. In connection with providing services related to the development, construction, improvement or stabilization,
including tenant improvements, of Development Real Properties (collectively, “Development Services”) or overseeing the provision of these services by third parties on behalf of the Corporation (“Development Oversight Services”),
the Acquisition Fee (the “Development Acquisition Fee”) will be an amount that will equal up to 4.0% of Total Project Cost of such Development Real Property (or the Corporation’s proportional interest therein with respect to Real
Property held in Joint Ventures or other entities that are co-owned). If the Advisor engages a third party to provide Development Services directly to the Corporation, the third party will be compensated directly by the Corporation, and the Advisor
will receive the Development Acquisition Fee if it provides the Development Oversight Services. With respect to Non-Development Real Properties, the Advisor is also entitled to receive Acquisition Fees of (i) 2.0% of the Corporation’s
proportionate share of the Contract Purchase Price of the Real Property owned by any real estate related entity in which the Corporation acquires a majority economic interest or that the Corporation consolidates for financial reporting purposes in


  
 13 








 
accordance with GAAP and (ii) 2.0% of the Contract Purchase Price in connection with the acquisition of an interest in any other real estate related entity. Additionally, in connection with the
acquisition or origination of any Mortgage, any other type of debt investment or other investment related to or which represents a direct or indirect interest in Real Property, Mortgages or other Real Property-related debt whether owned directly,
indirectly or through a Joint Venture or other co-ownership relationship, the Advisor is entitled to receive an Acquisition Fee of 1.0% of the Contract Purchase Price and any third-party expenses related to such investment. Acquisition Fees
associated with a given Asset shall be calculated in the currency used to acquire such Asset and payable in U.S. dollars. Acquisition Fees shall be paid at or after the closing of an investment. The total of all Acquisition Fees and Acquisition
Expenses payable with respect to any Asset, including any Development Acquisition Fees, shall not exceed 6% of the Contract Purchase Price or the Total Project Cost (as applicable) of such Asset unless fees in excess of such amount are approved by a
majority of the Board of Directors, including a majority of the Independent Directors, not otherwise interested in the transaction after determining that the transaction is commercially competitive, fair and reasonable to the Corporation. 

(b) Asset Management Fee. The Advisor shall receive the Asset Management Fee as partial compensation for services rendered in connection
with the management and Disposition of the Corporation’s Assets. The Asset Management Fee shall be payable by the Corporation in cash or in Shares at the option of the Advisor, and may be deferred, in whole or in part, from time to time, by the
Advisor (without interest). The Asset Management Fee shall consist of (i) a monthly fee equal to one-twelfth of 0.80% of the aggregate cost (before non-cash reserves and depreciation) of each Real Property (or the Corporation’s
proportional interest therein with respect to Real Property held in Joint Ventures or real estate entities where the Corporation owns a majority economic interest or that the Corporation consolidates for financial reporting purposes in accordance
with GAAP); provided, that the Asset Management Fee with respect to each Real Property located outside of the United States that the Corporation owns, directly or indirectly, will equal a monthly fee of one-twelfth of 1.20% of the aggregate cost
(before non-cash reserves and depreciation) of each Real Property, (ii) a monthly fee equal to one-twelfth of 0.80% of the aggregate cost or investment with respect to an acquisition of an interest in any other real estate related entity or an
origination or acquisition of any Mortgage, any other type of debt investment or other investment, and (iii) in connection with a Disposition, a fee equal to (x) 2.5% of the Gross Market Capitalization of the Corporation upon the occurrence of
a Listing or (y) 2.5% of the Contract Sales Price upon the occurrence of any other Disposition. With the exception of any portion of the Asset Management Fee related to a Disposition, which shall be payable at the time of such Disposition, the Asset
Management Fee shall be payable on the 1st day of each month. 
 (c) Operating Partnership Interests. The Sponsor has made a capital
contribution of $1,000 to the Operating Partnership in exchange for OP Units constituting a separate series of limited partnership interests (the “Special OP Units”). Upon the earliest to occur of the termination or nonrenewal of this
Agreement for Cause, a Termination Event, or a Liquidity Event, all of the Special OP Units shall be redeemed by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement. 

(d) Loans from Affiliates. The Advisor or any Affiliate thereof may not make any loan to the Corporation or the Operating Partnership
unless a majority of the Board of Directors (including a majority of the Independent Directors) approve the loan as being fair, competitive, and commercially reasonable and no less favorable to the Corporation or the Operating Partnership than
comparable loans between unaffiliated parties. 

  
 14 








 (e) Exclusion of Certain Transactions. In the event the Corporation or the Operating
Partnership shall propose to enter into any transaction with the Sponsor, the Advisor, a Director or any Affiliate thereof, then such transaction shall be approved by a majority of the Board of Directors (including a majority of the Independent
Directors) as fair and reasonable to the Corporation. 
 10. EXPENSES. 

(a) In addition to the compensation paid to the Advisor pursuant to Paragraph 9 hereof and subject to the limitations set forth in this
Paragraph 10 and in Paragraph 12, the Corporation or the Operating Partnership shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor in connection with the services it provides to the Corporation and the
Operating Partnership pursuant to this Agreement, including, but not limited to: 
 (i) Up to 2.0% of Gross Proceeds from all Offerings as
Organization and Offering Expense reimbursements. The Advisor will use all or a portion of this reimbursement to pay for the Corporation’s Organization and Offering Expenses, including certain distribution-related expenses of the Dealer Manager
and Soliciting Dealers. The Advisor or an Affiliate of the Advisor will be responsible for the cumulative Organization and Offering Expenses of all Offerings to the extent that such expenses exceed the amount remaining from the 2.0% Organization and
Offering Expense reimbursements from all Offerings, without recourse against or reimbursement by the Corporation; 
 (ii) Acquisition
Expenses; 
 (iii) the actual cost of goods and services used by the Corporation and obtained from Persons not affiliated with the Advisor,
other than Acquisition Expenses, including brokerage fees paid in connection with the purchase and sale of any securities; 
 (iv) interest
and other costs for borrowed money, including discounts, points and other similar fees; 
 (v) taxes and assessments on income of the
Corporation or Assets and any other taxes otherwise imposed on the Corporation; 
 (vi) costs associated with insurance required in
connection with the business of the Corporation or by the officers and Directors; 
 (vii) expenses of managing and operating Assets owned
by the Corporation, whether payable to an Affiliate of the Corporation or a non-affiliated Person; 
 (viii) all expenses in connection with
payments to the Directors and meetings of the Directors and Stockholders; 
 (ix) expenses associated with a Listing, if applicable; 

(x) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Corporation to the Stockholders;


  
 15 








 (xi) expenses of organizing, revising, amending, converting, modifying, or terminating the
Corporation or the Charter; 
 (xii) expenses of maintaining communications with Stockholders, including the cost of preparation, printing,
and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities; 
 (xiii)
personnel (and related employment) costs and overhead (including, but not limited to, allocated rent paid to both third parties and an affiliate of the Advisor, equipment, utilities, insurance, travel and entertainment, and other costs) costs
incurred by the Advisor or its Affiliates in performing the services described in Paragraph 3 hereof, including, but not limited to, total compensation, benefits and other overhead of all employees involved in the performance of such services;
provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives a separate fee;

(xiv) audit, accounting and legal fees and other fees for professional services relating to the operations of the Corporation and all such
fees incurred at the request, or on behalf of, the Independent Directors or any committee of the Board of Directors; 
 (xv) out-of-pocket
costs for the Corporation to comply with all applicable laws, regulations and ordinances; and 
 (xvi) all other costs incurred by the
Advisor in performing its duties hereunder. 
 (b) Expenses incurred by the Advisor on behalf of the Corporation and the Operating
Partnership and payable pursuant to this Paragraph 10 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Corporation and the Operating Partnership and the calculation of the
Asset Management Fee during each quarter, and shall deliver such statement to the Corporation and the Operating Partnership within 45 days after the end of each quarter. 

11. OTHER SERVICES. Should the Board of Directors request that the Advisor or any director, officer or employee thereof render services for the
Corporation and the Operating Partnership other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors of the Corporation, subject to
the limitations contained in the Charter, and shall not be deemed to be services pursuant to the terms of this Agreement. 
 12.
REIMBURSEMENT TO THE ADVISOR. For any year in which the Corporation qualifies as a REIT, the Corporation shall not reimburse the Advisor at the end of any fiscal quarter Total Operating Expenses that, in the four consecutive fiscal quarters then
ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year. Any Excess Amount paid to the Advisor during a fiscal
quarter shall be repaid to the Corporation or, at the option of the Corporation, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter unless a majority of the Independent Directors determine that such excess
was justified based on unusual and 

  
 16 








 
nonrecurring factors which they deem sufficient, then the Excess Amount may be paid and within 60 days after the end of such Expense Year there shall be sent to the stockholders a written
disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board of
Directors. The Corporation will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in the foregoing computation shall be
determined in accordance with generally accepted accounting principles applied on a consistent basis. 
 13. OTHER ACTIVITIES OF THE ADVISOR.
Nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of
other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any member, manager, director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in
or earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association and earn fees for rendering such services. The Advisor may, with respect to any investment in which
the Corporation is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. It is contemplated that the Corporation may enter into joint ventures or other similar
co-investment arrangements with certain Persons, and pursuant to the agreements governing such joint ventures or arrangements, the Advisor may be engaged (directly or indirectly) to provide advice and service to such Persons, in which case the
Advisor will earn fees for rendering such advice and service. The parties to this Agreement hereby acknowledge that the Advisor may provide advice and render services to Persons that will compete with the Corporation for investments. 

The Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge,
which creates or could create a conflict of interest between the Advisor’s obligations to the Corporation and its obligations to or its interest in any other partnership, corporation, limited liability company, firm, individual, trust or
association. The Advisor or its Affiliates shall promptly disclose to the Board knowledge of such condition or circumstance. If the Advisor, its members, managers, directors, employees or Affiliates thereof have sponsored other investment programs
with similar investment objectives which have investment funds available at the same time as the Corporation, it shall be the duty of the Independent Directors to ensure that the Advisor and its Affiliates follow the method approved by the
Independent Directors, by which investments are to be allocated to the competing investment entities and to use their reasonable efforts to ensure that such method is applied fairly to the Corporation. 

The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the
Corporation which is consistent with the investment policies and objectives of the Corporation, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Corporation
even if the opportunity is of character which, if presented to the Corporation, could be taken by the Corporation. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of
Interest—Conflict Resolution Procedures” in any Prospectus (as such procedures may be amended from time to time by a majority of the Board, including the Independent Directors) shall govern the allocation of the opportunity among the
Corporation and Affiliates of the Advisor. 

  
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 14. TERM; TERMINATION OF AGREEMENT. This Agreement shall continue in force for a period of one
year from the effective date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing
the Agreement, and each such renewal shall be for a term of no more than one year. 
 15. TERMINATION BY THE PARTIES. This Agreement may be
terminated (i) immediately by the Corporation and/or the Operating Partnership for Cause (subject to any applicable cure period), (ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors
of the Corporation or by the Advisor, (iii) upon 60 days written notice with Good Reason by the Advisor or (iv) immediately by the Corporation and/or the Operating Partnership in connection with a merger, sale of Assets or transaction
involving the Corporation pursuant to which a majority of the Directors then in office are replaced or removed. 
 16. ASSIGNMENT TO AN
AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees
or other payments under this Agreement to any Person without obtaining the approval of the Board of Directors. This Agreement shall not be assigned by the Corporation or the Operating Partnership without the consent of the Advisor, except in the
case of an assignment by the Corporation or the Operating Partnership to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Corporation or the Operating Partnership, in
which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation and the Operating Partnership are bound by this Agreement. 

17. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION. 

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to
receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.
In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there
was justification based on unusual and nonrecurring factors. 
 (b) The Advisor shall promptly upon termination: 

(i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the
Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; 

  
 18 








 (ii) deliver to the Board of Directors a full accounting, including a statement showing all
payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; 

(iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the
Advisor; and 
 (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition. 

18. INDEMNIFICATION BY THE CORPORATION AND THE OPERATING PARTNERSHIP. The Corporation and the Operating Partnership shall indemnify and hold
harmless the Advisor and its Affiliates, including their respective members, managers, officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related
expenses, including reasonable attorneys’ fees, subject to any limitations imposed by the laws of the State of Maryland or the Charter. Notwithstanding the foregoing, the Corporation and the Operating Partnership may not indemnify or hold
harmless the Advisor, its Affiliates, or any of their respective members, managers, officers, directors, partners or employees in any manner that would be inconsistent with the provisions of Section II.G of the REIT Guidelines adopted by the North
American Securities Administrators Association. 
 19. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the
Corporation and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related
expenses are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, gross misconduct, gross negligence or reckless disregard of its duties, but the Advisor shall not be held responsible for any action of the Board of
Directors in following or declining to follow any advice or recommendation given by the Advisor. 
 20. NOTICES. Any notice, report or other
communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and
shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein: 
  

							
		 	To the Directors and to the Corporation:	  	 Industrial Logistics Realty Trust Inc.
 518 17th Street
 17th Floor

Denver, CO 80202
	  	


  
 19 









							
		 	To the Operating Partnership:	  	 ILT Operating Partnership LP
 518 17th Street
 17th Floor

Denver, CO 80202
	  	
				
		 	To the Advisor:	  	 ILT Advisors LLC
 518 17th Street
 17th Floor

Denver, CO 80202
	  	

 Any party may at any time give notice in writing to the other parties of a change in its address for the
purposes of this Paragraph 20. 
 21. THIRD PARTY BENEFICIARY. The terms and provisions of this Agreement are intended solely for the
benefit of each party hereto, their Affiliates and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person. 

22. MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in
writing signed by the parties hereto, or their respective successors or assignees. 
 23. SEVERABILITY. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 

24. CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado.

 25. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 

26. INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a party or any third party beneficiary to exercise any right,
remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy,
power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver. 

  
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 27. GENDER. Words used herein regardless of the number and gender specifically used, shall be
deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. 

28. TITLES NOT TO AFFECT INTERPRETATION. The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and
they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. 
 29. EXECUTION IN
COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 

30. INITIAL INVESTMENT. The Advisor has made a capital contribution of $200,000 to the Corporation in exchange for 20,000 Shares. The Advisor
may not sell any of such Shares while the Advisor acts in such advisory capacity to the Corporation, provided, that such Shares may be transferred to Affiliates of the Advisor. The restrictions included above shall not apply to any other Securities
acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns, or hereafter acquires, in any vote for the election of Directors, the removal of the Advisor, or any vote regarding the approval or termination of any
contract with the Advisor or any of its Affiliates. 
 [Signature page follows.] 

  
 21 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first
above written. 
  

			
	INDUSTRIAL LOGISTICS REALTY TRUST INC.
		
	By:	 	 /s/ Dwight L. Merriman III

	Name:	 	Dwight L. Merriman III
	Title:	 	Chief Executive Officer
	
	ILT OPERATING PARTNERSHIP LP
	
	 By: Industrial Logistics Realty Trust Inc.,

its Sole General Partner

		
	By:	 	 /s/ Dwight L. Merriman III

	Name:	 	Dwight L. Merriman III
	Title:	 	Chief Executive Officer
	
	ILT ADVISORS LLC
	
	 By: ILT Advisors Group LLC, its Sole

Member

		
	By:	 	 /s/ Evan H. Zucker

	Name:	 	Evan H. Zucker
	Title:	 	Manager