Common use of Preparation of the Form S-4 and the Proxy Statement; Stockholder Approvals Clause in Contracts

Preparation of the Form S-4 and the Proxy Statement; Stockholder Approvals. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Parties shall jointly prepare the Proxy Statement, (ii) XXXXXXX XX shall use its reasonable best efforts to (with HI-REIT’s and XXXXXXX XIX’s reasonable cooperation) (1) prepare and cause to be filed with the SEC, the S-4, which will include the Proxy Statement, to register under the Securities Act the XXXXXXX XX Shares to be issued in the REIT Merger (collectively, the “Registered Securities”), (2) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (3) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and Securities Act, and (4) keep the Form S-4 effective for so long as necessary to complete the REIT Merger. Each Party shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the others and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s respective counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. XXXXXXX XX shall promptly notify HI-REIT upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide HI-REIT with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement or the Form S-4 received from the SEC and advise HI-REIT of any oral comments with respect to the Proxy Statement or the Form S-4 received from the SEC. XXXXXXX XX shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each Party shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Notwithstanding any provision herein to the contrary, no amendment or supplement (including incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of XXXXXXX XX and the XXXXXXX XX Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. XXXXXXX XX shall advise HI-REIT promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Registered Securities issuable in connection with the REIT Merger for offering or sale in any jurisdiction, and XXXXXXX XX shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. XXXXXXX XX shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities in the REIT Merger, and HI-REIT shall furnish all information concerning HI-REIT and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Time, any information relating to the Parties, or any of their respective Affiliates, should be discovered by XXXXXXX XX or HI-REIT which, in the reasonable judgment of the XXXXXXX XX or HI-REIT, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties, and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement or the Form S-4 and, to the extent required by Applicable Law, in disseminating the information contained in such amendment or supplement to stockholders of the Parties. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of this Section 7.1, any information concerning or related to XXXXXXX XX, its Affiliates or the XXXXXXX XX Special Shareholder Meeting will be deemed to have been provided by XXXXXXX XX, and any information concerning or related to HI-REIT, its Affiliates or the HI-REIT Special Shareholder Meeting will be deemed to have been provided by HI-REIT. (c) As promptly as practicable following the date of this Agreement, each of XXXXXXX XX and HI-REIT shall, in accordance with Applicable Law and the terms and conditions of their respective Constituent Documents, establish a record date for, duly call, give notice of, convene and hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting, respectively. Each of XXXXXXX XX and HI-REIT shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its respective stockholders entitled to vote at the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting, respectively, and to hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting, respectively, as soon as practicable after the Form S-4 is declared effective by the SEC under the Securities Act and in any case within ninety (90) days of the Form S-4 being declared effective. Each of XXXXXXX XX and HI-REIT shall, through its respective board of directors, (i) recommend to its respective shareholders that they provide the Requisite XXXXXXX XX Stockholder Approval and the Requisite HI-REIT Stockholder Approval, respectively, (ii) include such board recommendation in the Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Requisite XXXXXXX XX Stockholder Approval and the Requisite HI-REIT Stockholder Approval, respectively, except to the extent that the HI-REIT Board shall have made an Adverse Recommendation Change as permitted by Section 7.2(a) or the XXXXXXX XX Board shall have made a XXXXXXX XX Board Adverse Recommendation as permitted by Section 7.2(c); provided, however, that HI-REIT’s and XXXXXXX XX’s respective obligation to duly call, give notice of, convene and hold the HI-REIT Special Stockholders Meeting and the XXXXXXX XX Special Stockholders Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change or XXXXXXX XX Board Adverse Recommendation. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the XXXXXXX XX Special Shareholder Meeting or the HI-REIT Special Shareholder Meeting is scheduled, XXXXXXX XX or HI-REIT, as applicable, has not received proxies representing a sufficient number of XXXXXXX XX Shares or HI-REIT Shares, as applicable, to obtain the Requisite XXXXXXX XX Stockholder Approval or Requisite HI-REIT Stockholder Approval, as applicable, or if necessary to comply with Applicable Law, whether or not a quorum is present, XXXXXXX XX or HI-REIT shall have the right to make one or more successive postponements or adjournments of the applicable stockholder meeting, subject to the terms and conditions of Applicable Law and their respective Constituent Documents. (d) XXXXXXX XX and HI-REIT will use their respective reasonable best efforts to hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Proxy Statement; Stockholder Approvals. (a) As promptly as reasonably practicable following the date of this Agreement, (i) SST IV shall complete the Parties shall jointly prepare the Proxy Statement, (ii) XXXXXXX XX shall use its reasonable best efforts to preparation (with HI-REIT’s and XXXXXXX XIXSmartStop’s reasonable cooperation) and cause to be filed with the SEC the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (1ii) prepare SmartStop shall complete the preparation (with SST IV’s reasonable cooperation) and cause to be filed with the SEC, a registration statement on Form S-4 under the Securities Act (as amended or supplemented from time to time, the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the XXXXXXX XX Shares shares of SmartStop Class A Common Stock to be issued in the REIT Merger (collectively, the “Registered Securities”), . Each of SST IV and SmartStop shall use its reasonable best efforts to (2A) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (3B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act, Act and (4C) keep the Form S-4 effective for so long as necessary to complete the REIT Merger, unless this Agreement is terminated pursuant to Article 9. Each Party of SST IV and SmartStop shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the others other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s respective counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. XXXXXXX XX Each of SST IV and SmartStop shall promptly notify HI-REIT the other Party upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide HI-REIT the other Party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC and advise HI-REIT the other Party of any oral comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC. XXXXXXX XX Each of SST IV and SmartStop shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each Party of SST IV and SmartStop, as applicable, shall cooperate and provide the other Party a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response)) and shall give due consideration to all reasonable comments provided by the other Party. Notwithstanding any provision herein to the contrarySmartStop shall notify SST IV, no amendment or supplement (including incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of XXXXXXX XX and the XXXXXXX XX Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. XXXXXXX XX shall advise HI-REIT promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Registered Securities issuable in connection with the REIT Merger for offering or sale in any jurisdictionjurisdiction of the Registered Securities, and XXXXXXX XX SmartStop shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. XXXXXXX XX SmartStop shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities in the REIT MergerSecurities, and HI-REIT SST IV shall furnish all information concerning HI-REIT SST IV and its stockholders as may be reasonably requested in connection with any such actions. (b) Each of SST IV, on behalf of itself and the SST IV Subsidiaries, and SmartStop, on behalf of itself and the SmartStop Subsidiaries, agrees that none of the information supplied or to be supplied by it or such subsidiaries for inclusion or incorporation by reference in (i) the Proxy Statement and any amendment or supplement thereto will, at the time the Form S-4 becomes effective under the Securities Act, at the date of mailing to the stockholders of SST IV, at the time of the Stockholders Meeting and at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any other document to be filed by SST IV or SmartStop, respectively, will, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Timereceipt of the Stockholder Approvals, any information relating to the PartiesSmartStop or SST IV, or any of their respective Affiliates, should be discovered by XXXXXXX XX SmartStop or HI-REIT SST IV which, in the reasonable judgment of the XXXXXXX XX SmartStop or HI-REITSST IV, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, as applicable, in the light of the circumstances under which they were made, not misleading, the Party which that discovers such information shall promptly notify the other Parties, and the Parties SmartStop and SST IV shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement or the Form S-4 and, to the extent required by Applicable Law, in disseminating the information contained in such amendment or supplement to stockholders of the Parties. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of this Section 7.1, any information concerning or related to XXXXXXX XX, its Affiliates or the XXXXXXX XX Special Shareholder Meeting will be deemed to have been provided by XXXXXXX XX, SmartStop and any information concerning or related to HI-REIT, its Affiliates or the HI-REIT Special Shareholder Meeting will be deemed to have been provided by HI-REITSST IV. (c) As Subject to SST IV’s rights with respect to a Superior Proposal under Section 7.3, as promptly as practicable following after the date of this AgreementSEC advises it has no comments or no further comments to the Proxy Statement or Form X-0, each of XXXXXXX XXX XX and HI-REIT shall, in accordance with Applicable applicable Law and the terms and conditions of their respective Constituent SST IV Governing Documents, establish a record date for, duly call, give notice of, convene and hold the XXXXXXX XX Special Shareholder Stockholders Meeting and solely for the HI-REIT Special Shareholder purpose of obtaining the Stockholder Approvals; provided, that such record date shall not be more than ninety (90) days prior to the date of the Stockholders Meeting, respectively. Each of XXXXXXX XX and HI-REIT SST IV shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to its respective SST IV’s stockholders entitled to vote at the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, and to hold the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, as soon as practicable after the Form S-4 is declared effective by the SEC under the Securities Act (provided that there are no outstanding SEC comments on the Proxy Statement or Form S-4 and in any case within ninety (90) days the SEC has not otherwise enjoined mailing or use of the Form S-4 being declared effectiveProxy Statement). Each of XXXXXXX XX and HI-REIT SST IV shall, through its respective board of directorsthe SST IV Special Committee and the SST IV Board, (i) recommend to its respective shareholders stockholders that they provide the Requisite XXXXXXX XX Stockholder Approval Approvals, include the SST IV Special Committee and the Requisite HI-REIT Stockholder Approval, respectively, (ii) include such board recommendation SST IV Board Recommendation in the Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Requisite XXXXXXX XX Stockholder Approval and the Requisite HI-REIT Stockholder Approval, respectivelyApprovals, except to the extent that the HI-REIT SST IV Special Committee and SST IV Board shall have made an Adverse Recommendation Change as permitted by Section 7.2(a) or the XXXXXXX XX Board shall have made a XXXXXXX XX Board Adverse Recommendation as permitted by Section 7.2(c7.3(c); provided, however, that HI-REIT’s and XXXXXXX XX’s respective obligation to duly callfor the avoidance of doubt, give notice of, convene and hold no Adverse Recommendation Change shall alter the HI-REIT Special Stockholders Meeting and the XXXXXXX XX Special Stockholders Meeting shall be unconditional other obligations under Section 7.1 unless this Agreement is shall have been terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change or XXXXXXX XX Board Adverse Recommendationprior to the Stockholders Meeting. Notwithstanding the foregoing provisions of this Section 7.1(c), SST IV shall have the right to make one or more postponements, recesses or adjournments of the Stockholders Meeting (i) if, on a date for which the XXXXXXX XX Special Shareholder Meeting or the HI-REIT Special Shareholder Stockholders Meeting is scheduled, XXXXXXX XX or HI-REIT, as applicable, SST IV has not received proxies representing a sufficient number of XXXXXXX XX Shares or HI-REIT Shares, as applicable, shares of SST IV Common Stock to obtain the Requisite XXXXXXX XX Stockholder Approval or Requisite HI-REIT Stockholder Approval, as applicable, or if necessary to comply with Applicable LawApprovals, whether or not a quorum is present, XXXXXXX XX or HI-REIT shall have the right to make one or more successive postponements or adjournments of the applicable stockholder meeting, subject (ii) to the terms and conditions extent necessary to ensure that any amendment or supplement to the Proxy Statement required under applicable Law to be filed with the SEC and/or disseminated to SST IV’s stockholders is timely filed with the SEC and/or disseminated to SST IV’s stockholders; provided, however, that the Stockholders Meeting shall not be postponed or adjourned to a date that is (A) in the case of Applicable Law and their respective Constituent Documents. clause (di), more than thirty (30) XXXXXXX XX and HI-REIT will use their respective reasonable best efforts to hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting on the same date and as soon as reasonably practicable days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and in the case of this Agreementclause (ii), more than ten (10) Business Days from the previously scheduled date of such meeting, or (B) more than one hundred twenty (120) days from the record date for the Stockholders Meeting; provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if SST IV shall have received proxies in respect of an aggregate number of shares of SST IV Common Stock, which have not been withdrawn, such that Stockholder Approvals would be obtained at such meeting.

Preparation of the Form S-4 and the Proxy Statement; Stockholder Approvals. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Parties shall jointly prepare the Proxy Statement, (ii) XXXXXXX XX shall use its reasonable best efforts to Terra BDC (with HI-Terra REIT’s and XXXXXXX XIX’s reasonable cooperation) shall prepare the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (1ii) Terra REIT shall prepare (with Terra BDC’s reasonable cooperation) and cause to be filed with the SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the XXXXXXX XX Shares shares of Terra REIT Class B Common Stock to be issued in the Merger and, to the extent required by the Securities Act, shares of stock of Terra REIT Merger issuable upon the conversion of Terra REIT Common Stock (collectivelytogether, the “Registered Securities”), . Each of Terra REIT and Terra BDC shall use its commercially reasonable efforts to (2A) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (3B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act, Act and (4C) keep the Form S-4 effective for so long as necessary to complete the REIT Merger, unless this Agreement is terminated pursuant to Article 9. Each Party of Terra REIT and Terra BDC shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the others other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s respective counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. XXXXXXX XX Terra REIT shall promptly notify HI-REIT Terra BDC upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide HI-REIT Terra BDC with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC and advise HI-REIT Terra BDC of any oral comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC. XXXXXXX XX Terra REIT shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing with the Proxy Statement (or any amendment or supplement thereto) SEC or responding to any comments of the SEC with respect thereto, the Parties shall provide each Party shall cooperate and provide the other with a reasonable opportunity to review and comment on such document any amendment or response (including supplement to the proposed final version of such document Proxy Statement or response)Form S-4. Notwithstanding any provision herein to the contrary, no amendment or supplement (including incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of XXXXXXX XX Terra REIT and the XXXXXXX XX Terra BDC Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. XXXXXXX XX Terra REIT shall advise HI-REIT notify Terra BDC, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Registered Securities issuable in connection with the REIT Merger for offering or sale in any jurisdictionjurisdiction of the registered securities, and XXXXXXX XX Terra REIT and Terra BDC shall use its their commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. XXXXXXX XX Terra REIT shall also use its commercially reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities in the REIT MergerSecurities, and HI-REIT Terra BDC shall furnish all information concerning HI-REIT Terra BDC and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Timereceipt of the Stockholder Approvals, any information relating to the PartiesTerra BDC or Terra REIT, or any of their respective Affiliates, should be discovered by XXXXXXX XX Terra BDC or HI-Terra REIT which, in the reasonable judgment of the XXXXXXX XX Terra BDC or HI-Terra REIT, should be set forth in an amendment of, or a supplement to, any either of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which that discovers such information shall promptly notify the other Parties, and the Parties Terra BDC and Terra REIT shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement or the Form S-4 and, to the extent required by Applicable Law, in disseminating the information contained in such amendment or supplement to stockholders of the PartiesTerra BDC and Terra REIT. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a)7.10. For purposes of Section 5.21, Section 4.22 and this Section 7.1, any information concerning or related to XXXXXXX XXTerra REIT or its Affiliates will be deemed to have been provided by Terra REIT, and any information concerning or related to Terra BDC, its Affiliates or the XXXXXXX XX Special Shareholder Stockholders Meeting will be deemed to have been provided by XXXXXXX XX, and any information concerning or related to HI-REIT, its Affiliates or the HI-REIT Special Shareholder Meeting will be deemed to have been provided by HI-REITTerra BDC. (c) As promptly as practicable following the date of this Agreement, each of XXXXXXX XX and HI-REIT Terra BDC shall, in accordance with Applicable applicable Law and the terms and conditions of their respective Constituent Terra BDC Governing Documents, establish a record date for, duly call, give notice of, convene and hold the XXXXXXX XX Special Shareholder Stockholders Meeting solely for the purpose of obtaining the Stockholder Approvals (and no other matters shall be submitted at such meeting unless consented to by Terra REIT in its sole discretion); provided, that such record date shall not be more than ninety (90) days prior to the HI-REIT Special Shareholder date of the Stockholders Meeting, respectively. Each of XXXXXXX XX and HI-REIT Terra BDC shall use its commercially reasonable best efforts to cause the definitive Proxy Statement to be mailed to its respective Terra BDC’s stockholders entitled to vote at the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, and to hold the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, as soon as practicable after the Form S-4 is declared effective by the SEC under the Securities Act and in any case within ninety (90) days of the Form S-4 being declared effectiveAct. Each of XXXXXXX XX and HI-REIT Terra BDC shall, through its respective board of directorsthe Terra BDC Board, (i) recommend to its respective shareholders stockholders that they provide the Requisite XXXXXXX XX Stockholder Approval and Approvals, include the Requisite HI-REIT Stockholder Approval, respectively, (ii) include such board recommendation Terra BDC Board Recommendation in the Proxy Statement and (iii) solicit and use its commercially reasonable best efforts to obtain the Requisite XXXXXXX XX Stockholder Approval and the Requisite HI-REIT Stockholder Approval, respectivelyApprovals, except to the extent that the HI-REIT Terra BDC Board shall have made an Adverse Recommendation Change as permitted by Section 7.2(a) or the XXXXXXX XX Board shall have made a XXXXXXX XX Board Adverse Recommendation as permitted by Section 7.2(c7.3(c); provided, however, that HI-REITTerra BDC’s and XXXXXXX XX’s respective obligation to duly call, give notice of, convene and hold the HI-REIT Special Stockholders Meeting and the XXXXXXX XX Special Stockholders Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change or XXXXXXX XX Board Adverse RecommendationChange. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the XXXXXXX XX Special Shareholder Meeting or the HI-REIT Special Shareholder Stockholders Meeting is scheduled, XXXXXXX XX or HI-REIT, as applicable, Terra BDC has not received proxies representing a sufficient number of XXXXXXX XX Shares or HI-REIT Shares, as applicable, shares of Terra BDC Common Stock to obtain the Requisite XXXXXXX XX Stockholder Approval or Requisite HI-REIT Stockholder Approval, as applicable, or if necessary to comply with Applicable LawApprovals, whether or not a quorum is present, XXXXXXX XX or HI-REIT Terra BDC shall have the right to make one or more successive postponements or adjournments of the applicable stockholder meetingStockholders Meeting (provided, subject that the Stockholders Meeting shall not be postponed or adjourned to the terms and conditions of Applicable Law and their respective Constituent Documents. a date that is (di) XXXXXXX XX and HI-REIT will use their respective reasonable best efforts to hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting on the same date and as soon as reasonably practicable more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) or (ii) more than 120 days from the record date for the Stockholders Meeting); provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if Terra BDC shall have received proxies in respect of this Agreementan aggregate number of shares of Terra BDC Common Stock, which have not been withdrawn, such that the Stockholder Approvals would be obtained at such meeting.

Preparation of the Form S-4 and the Proxy Statement; Stockholder Approvals. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Parties REIT I and REIT II shall jointly prepare the Proxy Statement, Statement in preliminary form with respect to the Stockholders Meeting and (ii) XXXXXXX XX REIT II shall use its reasonable best efforts to prepare (with HI-REIT’s and XXXXXXX XIXREIT I’s reasonable cooperation) (1) prepare and cause to be filed with the SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the XXXXXXX XX Shares shares of REIT II Common Stock to be issued in the REIT Merger Merger, (collectivelytogether, the “Registered Securities”), . Each of REIT II and REIT I shall use its reasonable best efforts to (2A) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (3B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act, Act and (4C) keep the Form S-4 effective for so long as necessary to complete the REIT MergerMergers, unless this Agreement is terminated pursuant to Article 9. Each Party of REIT II and REIT I shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the others other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s respective counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. XXXXXXX XX REIT II shall promptly notify HI-REIT I upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide HI-REIT I with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC and advise HI-REIT I of any oral comments with respect to the Form S-4 or the Proxy Statement or the Form S-4 received from the SEC. XXXXXXX XX REIT II shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing with the Proxy Statement (or any amendment or supplement thereto) SEC or responding to any comments of the SEC with respect thereto, the Parties shall provide each Party shall cooperate and provide the other with a reasonable opportunity to review and comment on such document any amendment or response (including supplement to the proposed final version of such document Proxy Statement or response)Form S-4. Notwithstanding any provision herein to the contrary, no amendment or supplement (including incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of XXXXXXX XX REIT II and the XXXXXXX XX REIT I Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. XXXXXXX XX REIT II shall advise HI-notify REIT I, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Registered Securities issuable in connection with the REIT Merger for offering or sale in any jurisdictionjurisdiction of the registered securities, and XXXXXXX XX REIT II and REIT I shall use its their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. XXXXXXX XX REIT II shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities in the REIT MergerSecurities, and HI-REIT I shall furnish all information concerning HI-REIT I and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Timereceipt of the Stockholder Approvals, any information relating to the PartiesREIT I or REIT II, or any of their respective Affiliates, should be discovered by XXXXXXX XX REIT I or HI-REIT II which, in the reasonable judgment of the XXXXXXX XX REIT I or HI-REITREIT II, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which that discovers such information shall promptly notify the other Parties, and the Parties REIT I and REIT II shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement or the Form S-4 and, to the extent required by Applicable Law, in disseminating the information contained in such amendment or supplement to stockholders of the PartiesREIT I and REIT II. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a)7.10. For purposes of Section 5.23, Section 4.22 and this Section 7.1, any information concerning or related to XXXXXXX XXREIT II or its Affiliates will be deemed to have been provided by REIT II, and any information concerning or related to REIT I, its Affiliates or the XXXXXXX XX Special Shareholder Stockholders Meeting will be deemed to have been provided by XXXXXXX XX, and any information concerning or related to HI-REIT, its Affiliates or the HI-REIT Special Shareholder Meeting will be deemed to have been provided by HI-REIT.I. (c) As promptly as practicable following the date of this Agreement, each of XXXXXXX XX and HI-REIT I shall, in accordance with Applicable applicable Law and the terms and conditions of their respective Constituent REIT I Governing Documents, establish a record date for, duly call, give notice of, convene and hold the XXXXXXX XX Special Shareholder Stockholders Meeting solely for the purpose of obtaining the Stockholder Approvals (and no other matters shall be submitted at such meeting unless consented to by REIT II in its sole discretion); provided, that such record date shall not be more than ninety (90) days prior to the HI-date of the Stockholders Meeting. REIT Special Shareholder Meeting, respectively. Each of XXXXXXX XX and HI-REIT I shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to its respective REIT I’s stockholders entitled to vote at the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, and to hold the XXXXXXX XX Special Shareholder Stockholders Meeting and the HI-REIT Special Shareholder Meeting, respectively, as soon as practicable after the Form S-4 is declared effective by the SEC under the Securities Act and in any case within ninety (90) days of the Form S-4 being declared effectiveAct. Each of XXXXXXX XX and HI-REIT I shall, through its respective board of directorsthe REIT I Board, (i) recommend to its respective shareholders stockholders that they provide the Requisite XXXXXXX XX Stockholder Approval and Approvals, include the Requisite HI-REIT Stockholder Approval, respectively, (ii) include such board recommendation I Board Recommendation in the Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Requisite XXXXXXX XX Stockholder Approval and the Requisite HI-REIT Stockholder Approval, respectivelyApprovals, except to the extent that the HI-REIT I Board shall have made an Adverse Recommendation Change as permitted by Section 7.2(a) or the XXXXXXX XX Board shall have made a XXXXXXX XX Board Adverse Recommendation as permitted by Section 7.2(c7.3(d); provided, however, that HI-REITREIT I’s and XXXXXXX XX’s respective obligation to duly call, give notice of, convene and hold the HI-REIT Special Stockholders Meeting and the XXXXXXX XX Special Stockholders Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change or XXXXXXX XX Board Adverse RecommendationChange. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the XXXXXXX XX Special Shareholder Meeting or the HI-REIT Special Shareholder Stockholders Meeting is scheduled, XXXXXXX XX or HI-REIT, as applicable, REIT I has not received proxies representing a sufficient number of XXXXXXX XX Shares or HI-shares of REIT Shares, as applicable, I Common Stock to obtain the Requisite XXXXXXX XX Stockholder Approval or Requisite HI-REIT Stockholder Approval, as applicable, or if necessary to comply with Applicable LawApprovals, whether or not a quorum is present, XXXXXXX XX or HI-REIT I shall have the right to make one or more successive postponements or adjournments of the applicable stockholder meetingStockholders Meeting (provided, subject however, that the Stockholders Meeting shall not be postponed or adjourned to the terms and conditions of Applicable Law and their respective Constituent Documents. a date that is (di) XXXXXXX XX and HI-REIT will use their respective reasonable best efforts to hold the XXXXXXX XX Special Shareholder Meeting and the HI-REIT Special Shareholder Meeting on the same date and as soon as reasonably practicable more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) or (ii) more than 120 days from the record date for the Stockholders Meeting); provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if REIT I shall have received proxies in respect of this Agreementan aggregate number of shares of REIT I Common Stock, which have not been withdrawn, such that Stockholder Approvals would be obtained at such meeting.