REXFORD INDUSTRIAL REALTY, INC. (a Maryland corporation) 16,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York
I, Adeel Khan, Chief Financial Officer (“CFO”) of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), pursuant to the Underwriting Agreement, dated as of July 18, 2013 (the “Underwriting Agreement”), among the Company, Rexford Industrial Realty, L.P., a Maryland limited partnership, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, FBR Capital Markets & Co., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, on behalf of the several underwriters named on Schedule A to the Underwriting Agreement (the “Underwriters”), do hereby certify, in my capacity as CFO, on behalf of the Company to the Underwriters as of the date first written above that:
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 • September 3rd, 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 July 24, 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.
EMPLOYMENT AGREEMENTEmployment 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”).
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, 2013Contribution 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”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, 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”).
INDEMNITY ESCROW AGREEMENTIndemnity 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).
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, 2013Contribution 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.
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, 2013Merger Agreement • 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.
CONSENT AGREEMENTConsent Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Borrower, New Guarantor and Noteholder agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of July 24, 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”).
TAX MATTERS AGREEMENTTax Matters Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of July 24, 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.
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 July 24, 2013Agreement 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 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.
GUARANTY AGREEMENTGuaranty Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
THIS GUARANTY (this “Guaranty”) is made as of July 24, 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 Bank of America, N.A. (the “Lender”).
CONTRIBUTION AGREEMENT by and among REXFORD INDUSTRIAL REALTY, L.P., REXFORD INDUSTRIAL REALTY, INC., and THE CONTRIBUTORS PARTY HERETO Dated as of July 24, 2013Contribution 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 each of the parties identified as a “Contributor” on Schedule I hereto (each, a “Contributor” and, collectively, the “Contributors”). Certain capitalized terms are defined in Section 6.02 of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among REXFORD INDUSTRIAL REALTY, INC., REXFORD INDUSTRIAL REALTY, L.P., and REXFORD INDUSTRIAL FUND V, LP Dated as of July 24, 2013Merger Agreement • 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 and a subsidiary of the REIT (the “Operating Partnership”) and Rexford Industrial Fund V, LP, a Delaware limited partnership (the “RIF V Fund”). Certain capitalized terms are defined in Section 6.02 of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among REXFORD INDUSTRIAL REALTY, INC., and REXFORD INDUSTRIAL FUND V REIT, LLC Dated as of July 24, 2013Merger Agreement • 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”) and Rexford Industrial Fund V REIT, LLC, a Delaware limited liability company (the “RIF V REIT”). Certain capitalized terms are defined in Section 6.02 of this Agreement.
