DISTRIBUTION AGREEMENTTerms Agreement • November 4th, 2022 • Rayonier, L.P. • Real estate investment trusts • New York
Rayonier Inc., a North Carolina corporation (the “Company”), and Rayonier, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), Goldman Sachs & Co. LLC (“Goldman”), J.P. Morgan Securities LLC (“JPM”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Raymond James & Associates, Inc. (“Raymond James”), as agents and/or principals under any Terms Agreement (as defined in Section 1(a) below) (Citigroup, Goldman, JPM, Morgan Stanley and Raymond James together, the “Agents,” and each individually, an “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares of common stock, no par value (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $300,000,000 (the “Maximum Amount”) on the ter
