0001571283-16-000016 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2016 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), and Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Citigroup Global Markets Inc. (“Citigroup”), Wells Fargo Securities, LLC (“Wells Fargo”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Jefferies LLC (“Jefferies”), 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 10 hereof), for whom Merrill Lynch, Citigroup, Wells Fargo, J.P. Morgan and Jefferies are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the

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INCREASE CERTIFICATE April 15, 2016
Credit Agreement • April 15th, 2016 • Rexford Industrial Realty, Inc. • Real estate investment trusts

Reference is made to that certain Credit Agreement, dated as of January 14, 2016 (as amended or otherwise modified, the “Credit Agreement”), among Rexford Industrial Realty, L.P., a Maryland limited partnership (“Borrower”), Rexford Industrial Realty, Inc., a Maryland corporation (“Parent”), PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

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