AMERICOLD REALTY TRUST (a Maryland real estate investment trust) 37,260,000 Common Shares of Beneficial Interest, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2018 • Americold Realty Trust • Real estate investment trusts • New York
Americold Realty Trust, a Maryland real estate investment trust (the “Company”), and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), and the persons listed in Schedule B hereto (the “Selling Shareholders”) confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”), Goldman Sachs & Co. LLC (“Goldman”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, J.P. Morgan and Goldman are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severall
