EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

EXHIBIT 10.1

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

This EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of October 1, 2013 (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 the Advisory Agreement dated as of July 16, 2013 (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; and

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.

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:

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

Baseline Distributions. The aggregate distributions that would have been declared on shares of the Corporation’s common stock assuming an annualized distribution rate of $0.45 per share.

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.

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

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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.

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 24, 2013.

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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 the Expense Support and Conditional Reimbursement Agreement dated October 24, 2013 (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 the Expense Support and Conditional Reimbursement Agreement dated October 24, 2013 (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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