CONSENT TO ASSIGNMENT AND AMENDMENT
This CONSENT TO ASSIGNMENT AND AMENDMENT (this Amendment), is dated as of August 13, 2020, by and among BB&T Capital Markets, a division of BB&T Securities, LLC, a Delaware limited liability company (BBTS), Truist Securities, Inc., a Tennessee corporation (Truist Securities), Rexford Industrial Realty, Inc., a Maryland corporation (the Company) and Rexford Industrial Realty, L.P. (the Operating Partnership).
WHEREAS, BBTS, the Company and the Operating Partnership are parties to that certain Equity Distribution Agreement, dated as of June 13, 2019, by and among the Company, the Operating Partnership and BBTS (the Agreement);
WHEREAS, BBTS and Truist Securities are direct, wholly-owned subsidiaries of Truist Financial Corporation (Truist, and together with its subsidiaries and affiliated entities, the Truist Organization);
WHEREAS, as part of certain internal reorganization efforts within the Truist Organization, effective as of August 1, 2020 (the Effective Date), (a) BBTS contributed and assigned certain of its assets, including its rights under the Agreement (collectively, the Contributed Assets), to BB&T Merger Sub, Inc. (Merger Sub), and (b) SunTrust Robinson Humphrey, Inc. (STRH) subsequently assumed the Contributed Assets upon the consummation of the merger of Merger Sub with and into STRH, with STRH as the survivor of such merger (the Combination);
WHEREAS, for administrative ease and convenience, such assignment to Merger Sub and assumption by STRH was separately documented and executed as an assignment of the Agreement directly from BBTS to Truist Securities;
WHEREAS, immediately following the Combination, STRH changed its name to Truist Securities, Inc. effective as of the Effective Date (the Name Change); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect the fact that Truist Securities has succeeded to all rights, and assumed all obligations, of BBTS under the Agreement, and has become a Sales Agent, all effective as of the Effective Date.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained and for other good and value consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:
1. As used in this Amendment, all capitalized terms used in this Amendment but not defined herein shall have the respective meanings ascribed thereto in the Agreement.
2. As of the Effective Date, (i) BBTS irrevocably assigns, grants, transfers contributes and conveys to Truist Securities all of BBTSs rights, title and interest in and obligations with respect to, (ii) Truist Securities does hereby irrevocably accept such assignment, grant, transfer, contribution and conveyance of all of BBTSs rights, title and interest in and obligations with respect to, the Agreement and (iii) Truist Securities assumes, and agrees to pay when due and