EX-10.1



 Exhibits 10.1 

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED ADVISORY AGREEMENT 

THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated as of February 17,
2016, 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). 

WHEREAS, the Parties entered into that certain Third Amended and Restated Advisory Agreement (the “Advisory Agreement”),
dated as of August 14, 2015, pursuant to which the Advisor agreed to provide certain services to the Corporation and the Operating Partnership; 

WHEREAS, the Parties previously have reached an agreement and understanding that for each Non-Development Real Property acquired, 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; and 
 WHEREAS, the Parties desire to amend the Advisory Agreement to clarify that the Acquisition Fee to be paid to the Advisor
with respect to each Non-Development Real Property acquired, including any interest in a Non-Development Real Property acquired by the Corporation by investing in a real estate related entity, is an amount equal to 2.0% of the Contract Purchase
Price. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and
for other good and valuable consideration, the Parties do hereby agree as follows: 
 1. The Advisory Agreement is hereby amended such that
the sixth sentence of Section 9(a) shall now read in its entirety as follows: 
 “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 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.” 
 2. This Amendment constitutes an amendment to the Advisory Agreement. The terms and provisions of the Advisory
Agreement and all other documents and instruments relating and pertaining to the Advisory Agreement shall continue in full force and effect, as amended hereby. In the event of any conflict between the provisions of the Advisory Agreement and the
provisions of this Amendment, the provisions of this Amendment shall control. 
 3. This Amendment (a) shall be binding upon the Parties,
their Affiliates and their respective successors and permitted assigns; (b) may be changed, modified or amended only by a writing signed by each of the Parties or their respective successors or assignees; (c) may be executed in several counterparts,
and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (d) together with the Advisory Agreement, embodies the entire
agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, consents, understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever relating to such subject matter. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed by their respective duly
authorized officers, effective as of the date set forth above. 
  

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

	Name:	 	Dwight L. Merriman III
	Title:	 	Chief Executive Officer
	
	INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP
	
	By: Industrial Property Trust Inc., its Sole General Partner
		
	By:	 	 /s/ Dwight L. Merriman III

	Name:	 	Dwight L. Merriman III
	Title:	 	Chief Executive Officer
	
	INDUSTRIAL PROPERTY ADVISORS LLC
	
	By: Industrial Property Advisors Group LLC, its Sole Member
		
	By:	 	 /s/ Evan H. Zucker

	Name:	 	Evan H. Zucker
	Title:	 	Manager