AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
May 9, 2023
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KeyBanc Capital Markets Inc. 127 Public Square, 8th Floor Cleveland, Ohio 44114
Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
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Capital One Securities, Inc. 299 Park Avenue, 29th & 31st Floors New York, New York 10171
Colliers Securities LLC 90 South 7th Street, Suite 4300 Minneapolis, Minnesota 55402
JMP Securities LLC 450 Park Avenue, 5th Floor New York, New York 10022 |
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Berenberg Capital Markets LLC 1251 Avenue of the Americas, 53rd Floor New York, New York 10020
BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036
B. Riley Securities, Inc. 299 Park Ave, 21st Floor New York, New York 10171 |
Scotia Capital (USA) Inc. 250 Vesey Street, 24th Floor New York, New York 10281
Truist Securities, Inc.
Wells Fargo Securities, LLC 500 W 33rd Street New York, New York 10001 |
Ladies and Gentlemen:
Reference is made to that certain Distribution Agreement, dated as of February 28, 2023 (the “Agreement”), by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the “Company”), and Plymouth Industrial OP LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), and KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., Berenberg Capital Markets LLC, BMO Capital Markets Corp., B. Riley Securities, Inc., Capital One Securities, Inc., Colliers Securities LLC, JMP Securities LLC, J.P. Morgan Securities LLC (“JPM”), Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as agents (the “Agents” and together with the Transaction Entities, the “Parties”). On April 11, 2023, JPM delivered a termination notice to the Transaction Entities stating that JPM would be terminating its participation in the Agreement as an Agent effective immediately. The Parties wish to amend the Agreement to add Truist Securities, Inc. as an Agent (this “Amendment”). The Parties therefore hereby agree as follows:
| 1. | Maximum Amount. The Agreement is hereby amended to reflect that the Maximum Amount of shares of the Company’s common stock that may be issued and sold from time to time by the Company, in the manner and subject to the terms and conditions of the Agreement, as amended by this Amendment, is $200,000,000. |
| 2. | Governing Law; Forum. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. Any suit, action or proceeding brought by the Transaction Entities against any of the Agents referenced above in connection with or arising under this Amendment shall be brought solely in the state or federal court of appropriate jurisdiction located in New York, Borough of Manhattan, New York. |
| 3. | Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. |
| 4. | Notices. Sections 10(i)(x) and (ii)(x) of the Agreement are hereby amended and restated as follows: if to Truist Securities, Inc., to 3333 Peachtree Road NE, 11th Floor, Atlanta, GA 30326, Attention: Equity Capital Markets (email: dl.atm.offering@truist.com), with copies to Keith Carpenter and Geoff Fennel at email keith.carpenter@truist.com and geoff.fennel@truist.com. |
| 5. | All references to “February 28, 2023” set forth in Exhibit A and Exhibit B of the Agreement are revised to read “February 28, 2023 (as amended by Amendment No. 1, dated May 8, 2023)”. |
| 6. | Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. |
| 7. | Terms used herein but not otherwise defined are used herein as defined in the Agreement. |
[Signature Page Follows]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Transaction Entities a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Transaction Entities in accordance with its terms.
Very truly yours,
PLYMOUTH INDUSTRIAL REIT, INC.
By: _/s/ Anthony Saladino____________________
Name: Anthony Saladino
Title: Executive Vice President and Chief Financial Officer
PLYMOUTH INDUSTRIAL OP LP
By: Plymouth Industrial REIT, Inc., its general partner
By: _/s/ Anthony Saladino____________________
Name: Anthony Saladino
Title: Executive Vice President and Chief Financial Officer
The foregoing Amendment No. 1 to
the Agreement is hereby confirmed
and accepted as of the date first
written above.
KEYBANC CAPITAL MARKETS INC.
By: _/s/ Jaryd Banach____________________
Name: Jaryd Banach
Title: Managing Director, Equity Capital Markets
ROBERT W. BAIRD & CO. Incorporated
By: _/s/ Christopher Walter ____________________
Name: Christopher Walter
Title: Managing Director
Barclays Capital Inc.
By: _/s/ Warren Fixmer____________________
Name: Warren Fixmer
Title: Managing Director
berenberg capital markets llc
By: _/s/ Zachary Brantly____________________
Name: Zachary Brantly
Title: Head of U.S. Investment Banking
By: _/s/ Matt Rosenblatt____________________
Name: Matt Rosenblatt
Title: CCO & Ops Principal
BMO capital markets corp.
By: _/s/ Eric Benedict____________________
Name: Eric Benedict
Title: Co-Head, Global Equity Capital Markets
B. Riley Securities, Inc.
By: _/s/ Patrice McNicoll____________________
Name: Patrice McNicoll
Title: Co-Head of Investment Banking
Capital One Securities, Inc.
By: _/s/ Michael Sleece____________________
Name: Michael Sleece
Title: Managing Director
Colliers securities llc
By: _/s/ Keith E. Getter____________________
Name: Keith E. Getter
Title: Managing Director
JMP Securities llc
By: _/s/ Eric Clark____________________
Name: Eric Clark
Title: Managing Director
scotia capital (usa) INC.
By: _/s/ John Cronin____________________
Name: John Cronin
Title: Managing Director
Truist Securities, Inc.
By: _/s/ Geoffrey Fennel__________________
Name: Geoffrey Fennel
Title: Director
Wells Fargo Securities, LLC
By: _/s/ Elizabeth Alvarez_________________
Name: Elizabeth Alvarez
Title: Managing Director