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”),OR THE...Agreement of Limited Partnership • May 23rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY, L.P., dated as of [ l ], 2013, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [ l ], 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”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • May 23rd, 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 [ l ], 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”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • May 23rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of [ l ], 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).
GUARANTY AGREEMENTGuaranty Agreement • May 23rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
THIS GUARANTY (this “Guaranty”) is made as of [ l ], 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 [ l ] (the “Lender”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 23rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ l ], 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.
