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    But then again, guys aren’t going to flirt outrageously with every girl they meet. They can’t risk making a flirty move at a girl, unless she gives them a sign. EXHIBIT 10.1 DC INDUSTRIAL LIQUIDATING TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is dated as of November 3, 2015 by and among Industrial Income Trust Inc., a Maryland corporation (the “”); WHEREAS, the Plan provides, among other things, that prior to consummation of the Merger, the Company will transfer its indirect ownership interests in the entities that own, directly or indirectly, the Retained Properties (as defined herein) to a limited liability company formed to complete the development, lease-up, sale and distribution of the proceeds of the sale of the Retained Properties; WHEREAS, the Company has organized DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“”), to its sole member, IIT Real Estate Holdco LLC, which distributed such membership interests to its sole member, Industrial Income Operating Partnership LP, which in turn distributed such membership interests to its partners, in a partnership division, as follows: 100% of the Holdco Common Units to the Company and 100% of the Holdco Special Units to the Company’s sponsor or its Affiliates, which units will entitle the Company’s sponsor or its Affiliates to receive 15% of all distributions of net sale proceeds (including distributions of loan proceeds) from sales of the Retained Properties; WHEREAS, the Plan further provides, among other things, that prior to consummation of the Merger, the Company will transfer the Holdco Common Units to a liquidating trust for the benefit of the Company’s stockholders (such transfer, the “”) created by the filing of a certificate of trust with the State Department of Assessments and Taxation of the State of Maryland under Section 12-204 of the Maryland Statutory Trust Act (the “”); WHEREAS, in connection with the Grant, the Trustees desire to amend and restate the Initial Liquidating Trust Agreement in order to provide for the liquidation of the Retained Properties; and WHEREAS, following the Grant, the Trustees shall administer the Trust pursuant to the terms of this Agreement in order to liquidate the Retained Properties and, upon satisfaction of all related liabilities and obligations, to distribute the residue of the proceeds of the liquidation in accordance with the terms hereof.

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