EX-10.10



 Exhibit 10.10 

FIRST AMENDMENT TO 

PURCHASE AND SALE AGREEMENT 

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”).

 R E C I T A L S 

A. Seller and Buyer previously entered into that certain Purchase and Sale Agreement dated as of August 5, 2013 (the
“Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, that certain real property (the “Property”) situated in the City of Kent, State of Washington, which Property is more particularly
described in the Agreement. 
 B. Seller and Buyer now desire to amend the Agreement, upon the terms and conditions more particularly set
forth herein. 
 A G R E E M E N T 

NOW THEREFORE, in consideration of the terms and conditions contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Seller and Buyer hereby agree to amend the Agreement as follows: 
 1. Definitions. All
defined terms used herein without definition shall have the meaning ascribed thereto in the Agreement. 
 2. Inspection Period.
Notwithstanding anything to the contrary in the Agreement, the expiration of the Inspection Period is hereby extended to 5:00 p.m. (Pacific Time) on September 18, 2013, for all purposes of the Agreement. 

3. Closing Date. Notwithstanding anything to the contrary in the Agreement, the Closing Date is herby modified to be September 24,
2013, for all purposes of the Agreement 
 4. Miscellaneous. 

(a) Effect of Amendment. Except to the extent the Agreement is modified by this Amendment, the remaining terms and conditions of the
Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and
control. As used in the Agreement, all references to “this Agreement” shall mean and refer to the Agreement as amended by this Amendment. 







 (b) Entire Agreement. The Agreement, together with this Amendment, embodies the entire
understanding between Buyer and Seller with respect to its subject matter and can be changed only by an instrument in writing signed by Buyer and Seller. 

(c) Counterparts. This Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic
counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment. 
 (d)
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Washington without regard to conflicts of law principles. 

[SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date first written
above. 
  

											
	SELLER:
	
	WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP,
	a Washington limited partnership
		
	By:	 	 /s/ Nick Westlund

	Name:	 	 Nick Westlund

	Title:	 	 General Partner

	
	BUYER:
	
	IIT ACQUISITIONS LLC,
	a Delaware limited liability company
		
	By:	 	IIT Real Estate Holdco LLC,
		 	its Sole Member
			
		 	By:	 	Industrial Income Operating Partnership LP,
		 		 	its Sole Member
				
		 		 	By:	 	Industrial Income Trust Inc.,
		 		 		 	its General Partner
					
		 		 		 	By:	 	 /s/ Andrea Karp

		 		 		 	Name:	 	 Andrea Karp

		 		 		 	Title:	 	 SVP, Real Estate




  
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