AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
May 9, 2023
|
KeyBanc Capital Markets Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
|
Capital One Securities, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 29th & ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Colliers Securities LLC ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
JMP Securities LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
|
Berenberg Capital Markets LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BMO Capital Markets Corp. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇▇ Securities, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
▇▇▇▇▇▇ Capital (USA) Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Truist Securities, Inc.
▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
Ladies and Gentlemen:
Reference is made to that certain Distribution Agreement, dated as of February 28, 2023 (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, together with the Company, the “Transaction Entities”), and KeyBanc Capital Markets Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Barclays Capital Inc., Berenberg Capital Markets LLC, BMO Capital Markets Corp., ▇. ▇▇▇▇▇ Securities, Inc., Capital One Securities, Inc., Colliers Securities LLC, JMP Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPM”), Scotia Capital (USA) Inc. and ▇▇▇▇▇ Fargo Securities, LLC, as agents (the “Agents” and together with the Transaction Entities, the “Parties”). On April 11, 2023, JPM delivered a termination notice to the Transaction Entities stating that JPM would be terminating its participation in the Agreement as an Agent effective immediately. The Parties wish to amend the Agreement to add Truist Securities, Inc. as an Agent (this “Amendment”). The Parties therefore hereby agree as follows:
| 1. | 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 $200,000,000. |
| 2. | 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 Transaction Entities 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 New York, Borough of Manhattan, New York. |
| 3. | 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. |
| 4. | Notices. Sections 10(i)(x) and (ii)(x) of the Agreement are hereby amended and restated as follows: if to Truist Securities, Inc., to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Equity Capital Markets (email: ▇▇.▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇), with copies to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ at email ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. |
| 5. | All references to “February 28, 2023” set forth in Exhibit A and Exhibit B of the Agreement are revised to read “February 28, 2023 (as amended by Amendment No. 1, dated May 8, 2023)”. |
| 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. |
[Signature Page Follows]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Transaction Entities a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Transaction Entities in accordance with its terms.
Very truly yours,
PLYMOUTH INDUSTRIAL REIT, INC.
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
PLYMOUTH INDUSTRIAL OP LP
By: Plymouth Industrial REIT, Inc., its general partner
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
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/ ▇▇▇▇▇ ▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director, Equity Capital Markets
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO. Incorporated
By: _/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ____________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Barclays Capital Inc.
By: _/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
berenberg capital markets llc
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of U.S. Investment Banking
By: _/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: CCO & Ops Principal
BMO capital markets corp.
By: _/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Head, Global Equity Capital Markets
▇. ▇▇▇▇▇ Securities, Inc.
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Head of Investment Banking
Capital One Securities, Inc.
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Colliers securities llc
By: _/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇____________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
JMP Securities llc
By: _/s/ ▇▇▇▇ ▇▇▇▇▇____________________
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
scotia capital (usa) INC.
By: _/s/ ▇▇▇▇ ▇▇▇▇▇▇____________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Truist Securities, Inc.
By: _/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇__________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
▇▇▇▇▇ Fargo Securities, LLC
By: _/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇_________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director