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) REIT I and REIT II shall jointly prepare the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (ii) REIT II shall prepare (with REIT I’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 shares of REIT II Common Stock to be issued in the REIT Merger, (together, the “Registered Securities”). Each of REIT II and REIT I shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4 effective for so long as necessary to complete the Mergers, unless this Agreement is terminated pursuant to Article 9. Each of REIT II and REIT I shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the 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 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. REIT II shall promptly notify 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 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 received from the SEC and advise REIT I of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. 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) with the SEC or responding to any comments of the SEC with respect thereto, the Parties shall provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or 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 REIT II and the REIT I Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. REIT II shall 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 for offering or sale in any jurisdiction of the registered securities, and REIT II and REIT I shall use their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. 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, and REIT I shall furnish all information concerning REIT I and its stockholders as may be reasonably requested in connection with any such actions.

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) REIT I and REIT II the Parties shall jointly prepare the Proxy Statement in preliminary form with respect to the Stockholders Meeting and Statement, (ii) REIT II XXXXXXX XX shall prepare use its reasonable best efforts to (with REIT IHI-REIT’s and XXXXXXX XIX’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 shares of REIT II Common Stock XXXXXXX XX Shares to be issued in the REIT Merger, Merger (togethercollectively, the “Registered Securities”). Each of REIT II and REIT I shall use its reasonable best efforts to , (A2) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (B3) 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 (C4) keep the Form S-4 effective for so long as necessary to complete the Mergers, unless this Agreement is terminated pursuant to Article 9REIT Merger. Each of REIT II and REIT I Party shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the other Party 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 the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. REIT II XXXXXXX XX 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 Proxy Statement or the Form S-4 or the Proxy Statement received from the SEC and advise HI-REIT I of any oral comments with respect to the Proxy Statement or the Form S-4 or the Proxy Statement received from the SEC. REIT II 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) with or mailing the SEC 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 Parties shall provide each other with a reasonable opportunity to review and comment on any amendment such document or supplement to response (including the Proxy Statement proposed final version of such document or Form S-4response). 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 REIT II XXXXXXX XX and the REIT I XXXXXXX XX Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. XXXXXXX XX shall advise HI-REIT II shall 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 jurisdiction of the registered securitiesjurisdiction, and REIT II and REIT I XXXXXXX XX shall use their its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. REIT II 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 SecuritiesSecurities in the REIT Merger, 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.

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) REIT I and REIT II Terra BDC (with Terra REIT’s reasonable cooperation) shall jointly prepare the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (ii) Terra REIT II shall prepare (with REIT ITerra 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 shares of Terra REIT II 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 (together, the “Registered Securities”). Each of Terra REIT II and REIT I Terra BDC shall use its commercially reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4 effective for so long as necessary to complete the MergersMerger, unless this Agreement is terminated pursuant to Article 9. Each of Terra REIT II and REIT I Terra BDC shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the 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 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. Terra REIT II shall promptly notify REIT I 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 REIT I 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 received from the SEC and advise REIT I Terra BDC of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. Terra REIT II 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) with the SEC or responding to any comments of the SEC with respect thereto, the Parties shall provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or 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 Terra REIT II and the REIT I Terra BDC Special Committee, which approval shall not be unreasonably withheld, conditioned or delayed. Terra REIT II shall notify REIT ITerra 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 for offering or sale in any jurisdiction of the registered securities, and Terra REIT II and REIT I Terra BDC shall use their commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Terra REIT II 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, and REIT I Terra BDC shall furnish all information concerning REIT I Terra BDC and its stockholders as may be reasonably requested in connection with any such actions.

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) REIT I SST IV shall complete the preparation (with SmartStop’s reasonable cooperation) and REIT II shall jointly prepare cause to be filed with the SEC the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (ii) REIT II SmartStop shall prepare complete the preparation (with REIT ISST 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 shares of REIT II SmartStop Class A Common Stock to be issued in the REIT Merger, Merger (together, the “Registered Securities”). Each of REIT II SST IV and REIT I SmartStop shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4 effective for so long as necessary to complete the MergersMerger, unless this Agreement is terminated pursuant to Article 9. Each of REIT II SST IV and REIT I SmartStop shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the 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 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. REIT II Each of SST IV and SmartStop shall promptly notify REIT I 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 REIT I 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 received from the SEC and advise REIT I the other Party of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. REIT II 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) with the SEC SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of SST IV and SmartStop, as applicable, shall cooperate and provide the Parties shall provide each other with Party a reasonable opportunity to review and comment on any amendment such document or supplement to the Proxy Statement or Form S-4. Notwithstanding any provision herein to the contrary, no amendment or supplement response (including incorporation the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of REIT II and the REIT I Special Committee, which approval shall not be unreasonably withheld, conditioned or delayedother Party. REIT II SmartStop shall notify REIT ISST IV, 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 for offering or sale in any jurisdiction of the registered securitiesRegistered Securities, and REIT II and REIT I SmartStop shall use their its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. REIT II 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, and REIT I SST IV shall furnish all information concerning REIT I SST IV and its stockholders as may be reasonably requested in connection with any such actions.