Rexford Industrial Realty, Inc. Sample Contracts

REXFORD INDUSTRIAL REALTY, INC. (a Maryland corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2020 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 9th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

Forward Confirmation
Rexford Industrial Realty, Inc. • May 15th, 2023 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (“Dealer”) and Rexford Industrial Realty, Inc. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

REXFORD INDUSTRIAL REALTY, INC. (a Maryland corporation) $1,250,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (NON-FORWARD)
Equity Distribution Agreement • February 17th, 2023 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...
Rexford Industrial Realty, Inc. • August 16th, 2016 • Real estate investment trusts • Maryland

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P., dated as of August 16, 2016, is made and entered into by and among REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.

EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2020 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 3, 2020 (the “Effective Date”), is entered into by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and Laura Clark (the “Executive”).

REXFORD INDUSTRIAL REALTY, INC. (a Maryland corporation) $1,250,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (FORWARD)
Equity Distribution Agreement • October 24th, 2023 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York
Forward Confirmation
Rexford Industrial Realty, Inc. • May 15th, 2023 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between The Bank of Nova Scotia (“Dealer”) and Rexford Industrial Realty, Inc. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2013, is entered into by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and Michael S. Frankel (the “Executive”).

REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., AS GUARANTOR, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 30, 2023 TO INDENTURE DATED NOVEMBER 16, 2020 OF 5.000% SENIOR...
Supplemental Indenture • March 30th, 2023 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of March 30, 2023 among Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Company”), Rexford Industrial Realty, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...
Rexford Industrial Realty, Inc. • November 13th, 2017 • Real estate investment trusts • Maryland

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P., dated as of November 13, 2017, is made and entered into by and among REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.

SECOND AMENDEDAND RESTATED CREDIT AGREEMENT Dated as of February 14, 2017 among REXFORD INDUSTRIAL REALTY, L.P., as Borrower, REXFORD INDUSTRIAL REALTY, INC., as Parent, Citibank, n.a., as Administrative Agent, Swing Line Lender and L/C Issuer, and...
Credit Agreement • February 15th, 2017 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 14, 2017, among REXFORD INDUSTRIAL REALTY, L.P., a Maryland limited partnership (“Borrower”), REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2013 by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).

REXFORD INDUSTRIAL REALTY, INC. (a Maryland corporation) 13,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2023 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

The undersigned, an [officer /director]1 of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), understands that [•] and [•] (together with [•], the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Rexford Industrial Realty, L.P. (the “Operating Partnership”) and the other parties thereto providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as an [officer/director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 30 days from the date of the Underwriting Agreement (the “Restricted Perio

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P. a Maryland limited partnership
Agreement • December 21st, 2015 • Rexford Industrial Realty, Inc. • Real estate investment trusts • Maryland

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P., dated as of December 15, 2015, is made and entered into by and among REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.

CONTRIBUTION AGREEMENT by and among REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., and REXFORD INDUSTRIAL FUND IV, LLC Dated as of , 2013
Contribution Agreement • July 9th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS CONTRIBUTION AGREEMENT is made and entered into as of , 2013 (this “Agreement”), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, and Rexford Industrial Fund IV, LLC, a California limited liability company (the “Contributor”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

CONTRIBUTION AGREEMENT by and among REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., and REXFORD INDUSTRIAL FUND II, LLC Dated as of July 24, 2013
Contribution Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS CONTRIBUTION AGREEMENT is made and entered into as of July 24, 2013 (this “Agreement”), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, and Rexford Industrial Fund II, LLC, a California limited liability company (the “Contributor”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

CREDIT AGREEMENT Dated as of July 24, 2013 among REXFORD INDUSTRIAL REALTY, L.P., as Borrower, REXFORD INDUSTRIAL REALTY, INC., as Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party...
Credit Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 24, 2013, among REXFORD INDUSTRIAL REALTY, L.P., a Maryland limited partnership (“Borrower”), REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

TERM LOAN AGREEMENT by and between RIF I – Don Julian, LLC, a California limited liability company RIF I – Lewis Road, LLC, a California limited liability company RIF I – Oxnard, LLC, a California limited liability company RIF I – Walnut, LLC, a...
Term Loan Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

This Term Loan Agreement (this “Agreement”) is made as of the twenty-fourth day of July, 2013, by and between RIF I – DON JULIAN, LLC, a California limited liability company, RIF I – LEWIS ROAD, LLC, a California limited liability company, RIF I – OXNARD, LLC, a California limited liability company, RIF I – WALNUT, LLC, a California limited liability company, REXFORD BUSINESS CENTER – FULLERTON, LLC, a California limited liability company, RIF II – KAISER, LLC, a California limited liability company, and RIF III – IRWINDALE, LLC, a California limited liability company (individually and collectively, jointly and severally, “Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

INDEMNITY ESCROW AGREEMENT
Indemnity Escrow Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of July 24, 2013, is made by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), the REIT, acting in the capacity of escrow agent (the “Escrow Agent”), and Richard Ziman, Howard Schwimmer and Michael S. Frankel (collectively, the “Principals”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER by and among REXFORD INDUSTRIAL REALTY, INC., REXFORD INDUSTRIAL REALTY, L.P., REXFORD SPONSOR V MERGER SUB LLC and REXFORD SPONSOR V LLC Dated as of July 24, 2013
Agreement and Plan of Merger • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 24, 2013 (this “Agreement”), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, Rexford Sponsor V Merger Sub LLC, a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be directly wholly owned by the Operating Partnership (the “Merger Sub” and, together with the Operating Partnership, the “OP Parties” and each, an “OP Party”), and Rexford Sponsor V LLC, a Delaware limited liability company (the “Management Company”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

J.P. Morgan TERM LOAN AGREEMENT DATED AS OF JUNE 28, 2012 BY AND BETWEEN 3233 MISSION OAKS BLVD LLC, AS BORROWER, AND JPMORGAN CHASE BANK, N.A. AS LENDER CHASE REAL ESTATE BANKING
Term Loan Agreement • July 9th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of this 28th day of June, 2012, is by and between 3233 MISSION OAKS BLVD LLC, a Delaware limited liability company (“Borrower”), and JPMORGAN CHASE BANK, N.A. a national banking association (“Lender”).

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AGREEMENT AND PLAN OF MERGER by and among REXFORD INDUSTRIAL REALTY, INC., REXFORD INDUSTRIAL REALTY, L.P., REXFORD FUND V MANAGER MERGER SUB LLC and REXFORD FUND V MANAGER LLC Dated as of , 2013
Agreement and Plan of Merger • July 9th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of , 2013 (this “Agreement”), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, Rexford Fund V Manager Merger Sub LLC, a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be indirectly wholly owned by the Operating Partnership (the “Merger Sub” and, together with the Operating Partnership, the “OP Parties” and each, an “OP Party”), and Rexford Fund V Manager LLC, a Delaware limited liability company (the “Management Company”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2013, and is effective as of the Closing Date (as defined below), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Richard Ziman, Howard Schwimmer and Michael S. Frankel, (collectively, the “Principals”).

REXFORD INDUSTRIAL REALTY, L.P. (a Maryland limited partnership) $300,000,000 5.000% Senior Notes due 2028 UNDERWRITING AGREEMENT
Underwriting Agreement • March 30th, 2023 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York
REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 16, 2020 TO INDENTURE DATED NOVEMBER 16, 2020 OF 2.125% SENIOR NOTES DUE 2030
First Supplemental Indenture • November 16th, 2020 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of November 16, 2020 among Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Company”), Rexford Industrial Realty, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

CONTRIBUTION AGREEMENT by and among REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., and ALLAN ZIMAN, AS SPECIAL TRUSTEE OF THE DECLARATION OF TRUST OF JEANETTE RUBIN TRUST, DATED AUGUST 16, 1978, AS AMENDED Dated as of July 24, 2013
Contribution Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS CONTRIBUTION AGREEMENT is made and entered into as of July 24, 2013 (this “Agreement”), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, and Allan Ziman, as Special Trustee of the Declaration of Trust of Jeanette Rubin Trust, dated August 16, 1978, as amended (the “Contributor”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

Rexford Industrial Realty, L.P. Rexford Industrial Realty, Inc. 3.88% Series 2019A Guaranteed Senior Notes due July 16, 2029 4.03% Series 2019B Guaranteed Senior Notes due July 16, 2034 Note Purchase and Guarantee Agreement Dated as of July 16, 2019
Subsidiary Guaranty Agreement • July 19th, 2019 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

Rexford Industrial Realty, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”), and Rexford Industrial Realty, Inc., a Maryland corporation and the sole general partner and a limited partner of the Issuer (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2017 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of June 26, 2017 (the “Amendment Effective Date”), is entered into by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) and Howard Schwimmer (the “Executive”).

CREDIT AGREEMENT Dated as of May 22, 2018 among REXFORD INDUSTRIAL REALTY, L.P., as Borrower, REXFORD INDUSTRIAL REALTY, INC., as Parent, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and The Other Lenders Party Hereto CAPITAL ONE,...
Credit Agreement • May 25th, 2018 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 22, 2018, among REXFORD INDUSTRIAL REALTY, L.P., a Maryland limited partnership (“Borrower”), REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.

REXFORD INDUSTRIAL REALTY, INC. AND REXFORD INDUSTRIAL REALTY, L.P. OPP PERFORMANCE UNIT AGREEMENT
Opp Performance Unit Agreement • February 19th, 2021 • Rexford Industrial Realty, Inc. • Real estate investment trusts • Maryland

This OPP Performance Unit Agreement (this “Agreement”), dated as of ________________ (the “Grant Date”), is made by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Partnership”) and ________________ (the “Participant”).

AGREEMENT OF PURCHASE AND SALE For Safari Buildings 7-17, Ontario, California 91761
Agreement of Purchase and Sale • August 4th, 2017 • Rexford Industrial Realty, Inc. • Real estate investment trusts

SVF SAFARI, LLC, a Delaware limited liability company By: First Fiduciary Realty Advisors, Inc., a California corporation, its Manager By: Name: Title:

REXFORD INDUSTRIAL REALTY, INC. AND REXFORD INDUSTRIAL REALTY, L.P. TIME-BASED LTIP UNIT AGREEMENT
Based Ltip Unit Agreement • February 19th, 2021 • Rexford Industrial Realty, Inc. • Real estate investment trusts • Maryland

This LTIP Unit Agreement (this “Agreement”), dated as of ________________, (the “Grant Date”), is made by and between Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Partnership”) and ________________, (the “Participant”).

GUARANTY AGREEMENT
Guaranty Agreement • June 10th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

THIS GUARANTY (this “Guaranty”) is made as of , 2013, by and among the guarantors identified on Exhibit A attached hereto (collectively, the “Guarantors”), and Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) in favor of (the “Lender”).

TAX MATTERS AGREEMENT
Tax Matters Agreement • June 10th, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2013, by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time.

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