SECOND AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL

REIMBURSEMENT AGREEMENT

This SECOND AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of October 1, 2014, by and between 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”).

WITNESSETH

WHEREAS, the Corporation, the Operating Partnership and the Advisor are parties to the Amended and Restated Advisory Agreement, dated as of July 16, 2014 (the “Advisory Agreement”), and capitalized terms not otherwise defined herein shall have the meanings given them in the Advisory Agreement;

WHEREAS, pursuant to the Advisory Agreement, the Advisor manages the day-to-day activities and implements the investment strategy of the Corporation and is paid certain fees for these services;

WHEREAS, the Corporation and the Operating Partnership have requested that the Advisor help reduce certain of the Corporation’s expenses in certain circumstances as noted in this Agreement;

WHEREAS, the Advisor, in its pursuit to carry on a viable trade or business, has agreed to help reduce certain of the Corporation’s expenses, in its ordinary course in certain circumstances as noted in this Agreement, which assistance is similar to assistance provided by other entities engaged in the Advisor’s business to affect the marketability of the corporate entity which they advise;

WHEREAS, the parties hereto are party to that certain Amended and Restated Expense Support and Conditional Reimbursement Agreement, effective as of July 1, 2014 (the “Amended and Restated Expense Support Agreement”), which amended and restated that certain Expense Support and Conditional Reimbursement Agreement, effective as of October 1, 2013 by and between the parties hereto; and

WHEREAS, the Board of Directors of the Corporation has approved a new distribution rate payable to the Corporation’s stockholders for the fourth quarter of 2014 equal to $0.1250 per share on a quarterly basis and the parties hereto have agreed to amend and restate the Amended and Restated Expense Agreement to reflect the new quarterly distribution rate.

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree that the Amended and Restated Expense Support Agreement shall be and hereby is amended and restated in its entirety as follows:

As used in this Agreement, the following terms have the definitions hereinafter indicated:

Baseline Distributions. For the period from October 1, 2014 through June 30, 2015, “Baseline Distributions” means the aggregate cash distributions that would have been declared on shares of the Corporation’s common stock assuming a quarterly distribution rate of $0.1250 per share. For the period from July 1, 2014 through September 30, 2014, “Baseline Distributions” means the aggregate cash distributions that would have been declared on shares of the Corporation’s common stock assuming a quarterly distribution rate of $0.11875 per share. For the period from October 1, 2013 through June 30, 2014, “Baseline Distributions” means the aggregate cash distributions that would have been declared on shares of the Corporation’s common stock assuming a quarterly distribution rate of $0.1125 per share.

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CDFFO. Company-Defined Funds from Operations, as reported in the Corporation’s periodic reports filed with the Securities and Exchange Commission.

CDFFO Excess. CDFFO Excess shall have the meaning set forth in Section 2(c) of this Agreement.

CDFFO Shortfall. CDFFO Shortfall shall have the meaning set forth in Section 2(a) of this Agreement.

Deferred Asset Management Fee. Deferred Asset Management Fee shall have the meaning set forth in Section 2 of this Agreement.

Expense Support Payment. Expense Support Payment shall have the meaning set forth in Section 3 of this Agreement.

Reimbursable Amounts. Reimbursable Amounts shall have the meaning set forth in Section 4 of this Agreement.

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Any amount of Asset Management Fee deferred pursuant to this Section 2 shall be referred to hereinafter as a “Deferred Asset Management Fee.” All Deferred Asset Management Fees shall be subject to conditional reimbursement in accordance with the terms of Section 4 of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, on October 14, 2014.

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EXHIBIT A

QUARTERLY EXPENSE SUPPORT AGREEMENT

This QUARTERLY EXPENSE SUPPORT AGREEMENT (the “Agreement”) is effective as of [DATE] (the “Effective Date”), by and between 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”).

WITNESSETH

WHEREAS, the Corporation, the Operating Partnership and the Advisor are parties to that certain Second Amended and Restated Expense Support and Conditional Reimbursement Agreement dated as of October 14, 2014 and effective as of October 1, 2014 (the “Conditional Reimbursement Agreement”), and capitalized terms not otherwise defined herein shall have the meanings given them in such agreement; and,

WHEREAS, this Agreement is the Quarterly Expense Support Agreement referenced in the Conditional Reimbursement Agreement.

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

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EXHIBIT B

QUARTERLY ACKNOWLEDGEMENT OF DEFERRED ASSET MANAGEMENT FEES, EXPENSE SUPPORT PAYMENTS AND REIMBURSABLE AMOUNTS

This QUARTERLY ACKNOWLEDGEMENT OF DEFERRED ASSET MANAGEMENT FEES, EXPENSE SUPPORT PAYMENTS AND REIMBURSABLE AMOUNTS (the “Acknowledgement”) is effective as of [DATE] (the “Effective Date”), by and between 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”).

WITNESSETH

WHEREAS, the Corporation, the Operating Partnership and the Advisor are parties to that certain Second Amended and Restated Expense Support and Conditional Reimbursement Agreement dated as of October 14, 2014 and effective as of October 1, 2014 (the “Agreement”), and capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement.

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

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