PLYMOUTH INDUSTRIAL REIT, INC. Common Stock ($0.01 par value) AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT
Exhibit 1.1
PLYMOUTH INDUSTRIAL REIT, INC.
Common Stock
($0.01 par value)
AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT
August 10, 2021
| KeyBanc Capital Markets, Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 |
Capital One Securities, Inc. 000 Xxxx Xxxxxx, 00xx & 31st Floor New York, New York 10171 |
| Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 |
JMP Securities LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
| Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
| Berenberg Capital Markets LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
National Securities Corporation 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
| BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Wedbush Securities Inc. 0000 Xxxxxxxx Xxxx. Xxx Xxxxxxx, XX 00000 |
Ladies and Gentlemen:
Reference is made to the Distribution Agreement, dated May 26, 2021 (the “Agreement”), by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the “Company”), and Plymouth Industrial OP LP, a Delaware limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets, Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Barclays Capital Inc., Berenberg Capital Markets LLC, BMO Capital Markets Corp., Capital One Securities, Inc., JMP Securities LLC, X.X. Xxxxxx Securities LLC, National Securities Corporation and Wedbush Securities Inc., as agents (the “Agents”). On June 11, 2021, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-257006) (the “Registration Statement), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s registration statement on Form S-3 (File No. 333-226438) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expiring Registration Statement (this “Amendment”). The Parties therefore hereby agree as follows:
1. Commission File Number. The Agreement is hereby amended so that the reference to the Commission file number of the registration statement on Form S-3 filed by the Company with the Commission shall be file number 333-257006.
2. Effective Date. The Agreement is hereby amended to reflect that the effective date of the Registration Statement is June 24, 2021.
3. Maximum Amount. The Agreement is hereby amended to reflect that the Maximum Amount of shares of the Company’s common stock that may be issued and sold from time to time by the Company, in the manner and subject to the terms and conditions of the Agreement, as amended by this Amendment, is $82,288,000.
4. Governing Law; Forum. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Company against any of the agents referenced above in connection with or arising under this Amendment shall be brought solely in the state or federal court of appropriate jurisdiction located in the Borough of Manhattan, The City of New York.
5. Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
6. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.
7. Terms used herein but not otherwise defined are used herein as defined in the Agreement.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms.
Very truly yours,
PLYMOUTH INDUSTRIAL REIT, INC.
By: /s/ Xxxxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxxxx X. Xxxxx, Xx.
Title: President
PLYMOUTH INDUSTRIAL OP LP
By: Plymouth Industrial REIT, Inc., its general partner
By: /s/ Xxxxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxxxx X. Xxxxx, Xx.
Title: President
[Distribution Agreement Amendment No. 1 Signature Page]
The foregoing Amendment No. 1 to
the Agreement is hereby confirmed
and accepted as of the date first
written above.
KEYBANC CAPITAL MARKETS, INC.
By: /s/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Managing Director, Equity Capital Markets
XXXXXX X. XXXXX & CO. Incorporated
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: Managing Director
Barclays Capital Inc.
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Managing Director
berenberg capital markets llc
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Head of U.S. Investment Banking
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: CCO & Ops Principal
BMO capital markets corp.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
Capital One Securities, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
[Distribution Agreement Amendment No. 1 Signature Page]
JMP Securities llc
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
X.X. xxxxxx Securities llc
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Executive Director
NATIONAL SECURITIES CORPORATION
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Executive Vice President
wedbush securities inc.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
[Distribution Agreement Amendment No. 1 Signature Page]
