Common use of Stockholder Representations and Warranties Clause in Contracts

Stockholder Representations and Warranties. Each of the Stockholders hereby represents and warrants to Terra REIT as follows: (a) Such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT 10X as follows: (a) Such The Stockholder, if an entity, is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder (i) if an entity, has full the requisite corporate, limited liability company or other similar power and authority or (ii) if a natural person, has the requisite power and legal right and capacity to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . If the Stockholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by 10X), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents (if applicable), (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Governmental Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Sparks Energy Organizational Documents). Except for the equity securities of Sparks Energy set forth on Schedule A hereto, together with any other equity securities of Sparks Energy that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of Sparks Energy. The Stockholder does not own any right to acquire any equity securities of Sparks Energy (except in its capacity as a stockholder). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicablex) such encumbrances or other items that do not affect in any respect impair the ability of such the Stockholder to perform such Stockholder’s its obligations hereunder. As under this Agreement or (y) prevent, impede or delay the consummation of any of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time transactions contemplated by this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such StockholderAgreement. (f) Such There is no Action pending or, to the Stockholder’s knowledge, threatened against the Stockholder understands that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations business, assets, condition, operations and prospects of, 10X and (ii) it has been furnished with or given access to such documents and information about 10X and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of Terra BDC to effect the Merger and to consummate this Agreement, the other Ancillary Agreements to which it is or will be a party and the transactions contemplated by hereby and thereby. (h) In entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it is or will be a party and no other representations or warranties of 10X or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of 10X set forth in the Merger Agreement are subject or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to the execution and delivery by such Stockholder which it is or will be a party, none of 10X, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders Stockholder severally with respect to itself hereby represents and warrants to Terra REIT Buyer as follows: (a) Such Stockholder is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it was organized. Such Stockholder has full legal right all requisite power and capacity authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Stockholder and the hereunder. The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have has been duly and validly authorized by all necessary action on the part governing body, if any, of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize or consummate this Agreement. This Agreement or to consummate has been duly and validly executed and delivered by such Stockholder, and (assuming the transactions contemplated hereby. (c) Assuming due authorization, execution and delivery hereof by Terra REIT, this Agreement the other parties) constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and of general principles of equity. (db) The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene, require any consent or approval under, conflict with, constitute a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration, loss of a material benefit under or result in the creation or imposition of any lien upon any of Seller Securities or other assets or properties of such Stockholder under, any of the terms, conditions or provisions of (i) the organizational documents, if any, of such Stockholder, (ii) any Laws binding upon or applicable to such Stockholder or by which any of its assets or properties is bound or (iii) any material contract to which such Stockholder is a party or by which any of its assets or properties is bound. (c) The execution and delivery of this Agreement by such Stockholder do does not, and the consummation performance of the transactions contemplated hereby and the compliance with the provisions hereof will this Agreement by such Stockholder shall not, (i) require such Stockholder to obtain the consent or approval ofany consent, approval, authorization, or make any filing with or notification to, any governmental or regulatory authoritygovernment entity by such Stockholder, domestic or foreignexcept as may be required under the Exchange Act. (d) Such Stockholder (i) is the record and beneficial owner of Seller Securities adjacent to such Stockholder's name on Schedule I, (ii) require has good, valid and marketable title to such Seller Securities free and clear of any liens, encumbrances, restrictions or claims of any kind (except as provided by this Agreement) (iii) has sole voting and dispositive power over such Seller Securities, and (iv) as of the consent date hereof, is not directly or approval indirectly the record or beneficial owner of any other person pursuant securities of Seller, including all additional shares of capital stock of Seller, or any other securities exercisable or exchangeable for, or convertible into, capital stock of Seller, or other right to acquire any securities of Seller, other than Seller Securities adjacent to such Stockholder's name on Schedule I. (e) None of the Seller Securities adjacent to such Stockholder's name on Schedule I is subject to any agreement, obligation voting trust or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, Contract with respect to the voting or transfer thereof, subject to any other agreementand no proxy, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances power-of-attorney or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power authorization has been granted with respect to all of the Owned Shares of such StockholderSeller Securities (except as provided by this Agreement). (f) Such Stockholder understands and acknowledges that Buyer is entering into the obligations of Terra BDC to effect the Merger Purchase Agreement in reliance upon such Stockholder's execution, delivery and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder performance of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholders, Cxxx, and Axxxxx represents and warrants to Terra REIT Digital Health, on behalf of him or itself, as follows: (a) To the extent such Stockholder is an entity, such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. (b) . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders, Cxxx, and Axxxxx and constitutes a valid, legal and binding agreement of each Stockholder, Cxxx, and Axxxxx (assuming that this Agreement is duly authorized, executed and delivered by Digital Health), enforceable against each Stockholder, Cxxx, and Axxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder, Cxxx, or Aisiku with respect to such Stockholder’s, Cxxx’x, or Axxxxx’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders, Cxxx, or Axxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders, Cxxx, and Axxxxx, the performance by the Stockholders, Cxxx, and Aisiku of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder, Cxxx, or Aisiku is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Cxxx, Aisiku, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders, Cxxx, or Axxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements, or any other agreement existing on the date hereof and made available to Digital Health or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the Business Combination Agreement, Company Parties Stockholders Agreements, BCA Lock-up Agreements and any Contract with respect to a Permitted Transfer such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Shares. (f) There is no Proceeding pending or, to Cxxx’x, Axxxxx’s or such Stockholder’s knowledge, threatened against Cxxx, Axxxxx, or such Stockholder that, if adversely decided or resolved, would reasonably be expected to prevent Cxxx, Axxxxx, or such Stockholder from performing, or otherwise complying with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Each of Cxxx, Axxxxx, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which he or it is or will be a party, the Owned Shares of Cxxx, Aisiku, and such Stockholder are owned has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party and no other representations or warranties of record any Parent Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Cxxx, Axxxxx, and such Stockholder, constitute all on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of Parent Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect Parent Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT MEOA as follows: (a) Such If such Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If such Stockholder is not an individual, the Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the BCA), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by MEOA), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the BCA) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the BCA) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all owner of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder Subject Company Shares and are has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company of which the Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the BCA, the Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreement, the Stockholder does not have the right to acquire any Equity Securities of any Group Company. The Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement and the BCA, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer (as defined below) any of the Subject Company Shares or (ii) any voting trust, proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power Contract with respect to all the voting or Transfer of any of the Owned Shares of such StockholderSubject Company Shares. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject There is no Proceeding pending or, to the execution Stockholder’s knowledge, threatened against the Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the MEOA Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the MEOA Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery by such Stockholder and performance of this Agreement, the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any MEOA Party (including, for the avoidance of doubt, none of the representations or warranties of any MEOA Party set forth in the BCA or any other Ancillary Document), any MEOA Non-Party Affiliate or any other Person, either express or implied, and the Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party, none of the MEOA Parties, any MEOA Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT 10X as follows: (a) Such The Stockholder, if an entity, is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder (i) if an entity, has full the requisite corporate, limited liability company or other similar power and authority or (ii) if a natural person, has the requisite power and legal right and capacity to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . If the Stockholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by 10X), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents (if applicable), (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Governmental Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Organizational Documents). Except for the equity securities of the Company set forth on Schedule A hereto, together with any other equity securities of the Company that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of the Company. The Stockholder does not own any right to acquire any equity securities of the Company (except in its capacity as a stockholder). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicable) such encumbrances or other items that do not affect in any respect y impair the ability of such the Stockholder to perform such Stockholder’s its obligations hereunder. As under this Agreement or (z) prevent, impede or delay the consummation of any of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time transactions contemplated by this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such StockholderAgreement. (f) Such There is no Action pending or, to the Stockholder’s knowledge, threatened against the Stockholder understands that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations business, assets, condition, operations and prospects of, 10X and (ii) it has been furnished with or given access to such documents and information about 10X and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of Terra BDC to effect the Merger and to consummate this Agreement, the other Ancillary Agreements to which it is or will be a party and the transactions contemplated by hereby and thereby. (h) In entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it is or will be a party and no other representations or warranties of 10X or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of 10X set forth in the Merger Agreement are subject or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to the execution and delivery by such Stockholder which it is or will be a party, none of 10X, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Company Stockholders hereby represents and warrants to Terra REIT Parent, severally but not jointly, on behalf of itself, as follows: (a) Such If such Company Stockholder is a corporation, limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and, , except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the Company Stockholder’s ability to perform its obligations under this Agreement, in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof), in each case, under the Laws of its jurisdiction of formation or organization (as applicable). (b) Each Company Stockholder has full legal capacity, right and capacity authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) hereunder. This Agreement has been duly executed and delivered by such Company Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company Stockholder. (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of such Company Stockholder with respect to such Company Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Company Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such Company Stockholder, the performance by such Company Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in any breach of any provision of such Company Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which such Company Stockholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which such Company Stockholder or any of its respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of such Company Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder. (e) Such Company Stockholder is the record and beneficial owner of its Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Company Stock set forth on Schedule I hereto with respect to such Company Stockholder, together with any other equity securities of the Company that such Company Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(v) of the Merger Agreement, such Company Stockholder does not own, beneficially or of record, any equity securities of the Company or its Subsidiaries. Except as otherwise expressly contemplated by the Company Stockholders Agreements and any agreement existing on the date hereof and made available to Parent or that is entered into in accordance with the Merger Agreement, such Company Stockholder has no right to acquire any equity securities of the Company or its Subsidiaries. Such Company Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Merger Agreement, the Company Stockholders Agreements and any Contract with respect to a Permitted Transfer, such Company Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Company Stockholder to Transfer any of its Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Company Shares. (f) There is no Proceeding pending or, to such Company Stockholder’s knowledge, threatened against such Company Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Company Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Such Company Stockholder is a sophisticated stockholder, and on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that it has been furnished with or given access to such documents and information about Parent and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the compliance other Transaction Documents to which it is or will be a party, such Company Stockholder has relied solely on its own investigation and analysis and on the Parent’s representations and warranties expressly set forth in the Transaction Documents to which it is or will be a party and no other representations or warranties of Parent any Parent non-Party Affiliate or any other Person, either express or implied, and such Company Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Transaction Documents to which it is or will be a party, none of Parent, any Parent non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the provisions hereof Transaction Documents to which it is or will not, be a party or the transactions contemplated hereby or thereby. (i) require such Such Company Stockholder to obtain the consent has not employed any broker, finder, investment banker or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant Person that is entitled to any agreementbrokerage fee, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliatesfinders’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances fee or other items that do not affect commission in any respect connection with the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery based upon arrangements made by such Stockholder Company Stockholder, for which the Company or any of this Agreementits Affiliates may become liable.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT AMHC as follows: (a) Such If such Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder has full the requisite corporate, limited liability company or other similar power and authority (or, if Stockholder is a natural person, Stockholder has the legal right and capacity capacity) to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . If the Stockholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by AMHC), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) To the Stockholder’s knowledge, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such if the Stockholder to obtain is an entity, result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its his, her or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereofrecord and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, or holds through its prime broker, the Owned Subject Company Shares of such Stockholder are owned of record or beneficially by such Stockholderand has valid and good title to the Subject Company Shares, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreement). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that the Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) and Section 5.18 of the Business Combination Agreement, the Stockholder does not own, beneficially or of record, any Equity Securities of the Company. Except (i) as otherwise expressly contemplated by the Company Stockholders Agreement and (ii) for rights under that certain Right of First Refusal and Co-Sale Agreement, dated as of November 21, 2019, by and among the Company, the Major Investors listed on Schedule A therein and the Key Holders listed on Schedule B therein (the “ROFR Agreement”), or equity awards set forth on Schedule A hereto, the Stockholder does not have the right to acquire any Equity Securities of the Company. The Stockholder has the sole right to vote or to direct the voting of (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement, the ROFR Agreement and the Company Stockholders Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power Contract with respect to all the voting or Transfer of any of the Owned Shares of such StockholderSubject Company Shares, other than customary arrangements with its prime broker. (f) Such The Stockholder agrees to promptly notify AMHC in writing of any updates to Schedule A hereto after the date hereof. (g) The Stockholder understands and acknowledges that that, at the obligations Effective Time, each outstanding Company Share will be converted into the right to receive the allocable portion of Terra BDC to effect the Merger and to consummate Transaction Share Consideration as set forth in the other transactions contemplated by the Merger Agreement are subject Business Combination Agreement. (h) There is no Proceeding pending or, to the execution Stockholder’s knowledge, threatened against the Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (i) The Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the AMHC Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the AMHC Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery by such Stockholder and performance of this Agreement, the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (j) In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any AMHC Party (including, for the avoidance of doubt, none of the representations or warranties of any AMHC Party set forth in the Business Combination Agreement or any other Ancillary Document), any AMHC Non-Party Affiliate or any other Person, either express or implied, and the Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is or will be a party, none of the AMHC Parties, any AMHC Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT Parent as follows: (a) Such If Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If Stockholder is not an individual, the Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid, legal and binding agreement of each Stockholder (assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against each such Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority is required on the part of any Stockholder with respect to such Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by each Stockholder, the performance by such Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part both) (i) result in any breach of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement any provision of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign’s organizational documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on which such Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to which such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Shares, except, in the case of the Owned Shares any of Terra JVclauses (ii) and (iii) directly above, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do as would not adversely affect in any respect the ability of such Stockholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Each Stockholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law). Except for the shares of Company Capital Stock set forth on Schedule I hereto, together with any other shares of Company Capital Stock or other equity interest (including anything convertible into such Stockholder’s obligations hereunder. As equity interests) of the Company that the Stockholder acquires record or beneficial ownership after the date hereof, such Stockholder hashas the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Merger Agreement and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereofthat certain Second Amended and Restated Voting Agreement, dated September 26, 2019, such Stockholder will haveis not party to or bound by (i) any option, sole warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer (as defined below) any of the Subject Company Shares or (ii) any voting power trust, proxy or other Contract with respect to all the voting or Transfer of any of the Owned Shares of such StockholderSubject Company Shares. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject There is no Proceeding pending or, to the execution and delivery Stockholder’s knowledge, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Subject Company Shares, the validity of this Agreement or the performance by such Stockholder of its obligations under this Agreement, or which would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Additional Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Additional Agreements to which he, she or it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Additional Agreements to which he, she or it is or will be a party and no other representations or warranties of any Parent Party (including, for the avoidance of doubt, none of the representations or warranties of any Parent Party set forth in the Merger Agreement or any other Additional Agreements), any Affiliate of Parent or any other Person, either express or implied, and such Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Additional Agreements to which he, she or it is or will be a party, none of the Parent Parties, any Affiliate of Parent or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Additional Agreements to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby and Dx. Xxxxxxxx represents and warrants to Terra REIT HighCape, on behalf of him or itself, as follows: (a) Such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and Dx. Xxxxxxxx and constitutes a valid, legal and binding agreement of such Stockholder and Dx. Xxxxxxxx (assuming that this Agreement is duly authorized, executed and delivered by HighCape), enforceable against such Stockholder and Dx. Xxxxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder or Dx. Xxxxxxxx with respect to such Stockholder’s or Dx. Xxxxxxxx’x execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders or Dx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders and Dx. Xxxxxxxx, the performance by the Stockholders and Dx. Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder or Dx. Xxxxxxxx is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Dx. Xxxxxxxx, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders or Dx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder. (e) Such Stockholder is the record and beneficial owner of its Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Company that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and any agreement existing on the date hereof and made available to HighCape or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Company. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any Contract with respect to a Permitted Transfer, such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Company Shares. (f) There is no Proceeding pending or, to Dx. Xxxxxxxx’x or such Stockholder’s knowledge, threatened against Dx. Xxxxxxxx or such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Dx. Xxxxxxxx and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the HighCape Parties and (ii) it has been furnished with or given access to such documents and information about the HighCape Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which it is or will be a party, the Owned Shares of such Stockholder are owned has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of record any HighCape Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any HighCape Party set forth in the Business Combination Agreement or any other Ancillary Document), any HighCape Non-Party Affiliate or any other Person, either express or implied, and such Stockholder, constitute all on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of HighCape Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect HighCape Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholders, severally and not jointly, represents and warrants to Terra REIT True Velocity, Parent and the Company as follows: (a) Such If such Stockholder has full legal right and capacity is a natural person, he or she is legally competent to execute and deliver this Agreement. If such Stockholder is not a natural person, to perform it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its obligations hereunder and to consummate the transactions contemplated herebyincorporation or organization. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s power and have been duly authorized by all necessary actions on the part of such Stockholder. (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of his, her or its obligations hereunder will not, (i) conflict with or violate any Law applicable to such Stockholder, (ii) result in the creation of any Lien on any of its Subject Company Stock (other than under this Agreement, the Merger Agreement or the Ancillary Agreements), (iii) if applicable, conflict with or result in a breach or violation of or constitute a default under its organizational documents, or (iv) require any consent, authorization or approval of, declaration, filing or registration with, or notice to, any Person, in each case that has not been given or made as of the date hereof. (d) There are no Actions pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement. (e) This Agreement has been duly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming assuming due authorization, execution and delivery by Terra REITthe other Parties, this Agreement constitutes the a legally valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder him, her or it in accordance with its terms. the terms hereof (d) The execution except as enforceability may be limited by applicable bankruptcy Laws, other applicable, similar Laws affecting creditors’ rights and delivery general principles of this Agreement by such Stockholder do not, equity affecting the availability of specific performance and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholderequitable remedies). (f) Such Stockholder understands has not entered into, and acknowledges shall not enter into, any agreement that would restrict, limit or interfere with the performance of his, her or its obligations hereunder. (g) Such Stockholder is the exclusive record and beneficial owner of, and has good and valid title to, all of Terra BDC the Shares set forth opposite such Stockholder’s name on Schedule A hereto, and there exist no Liens, pledge, proxy, security interest, option, right of first refusal, adverse claim of ownership or any other limitations or restrictions (including, without limitation, any restriction on the right to effect vote, sell or otherwise dispose of such Shares), other than pursuant to (i) this Agreement, (ii) the Merger and to consummate the other transactions contemplated by Company Organizational Documents, (iii) the Merger Agreement are subject to or the execution Ancillary Agreements and delivery by such Stockholder (iv) any applicable securities Laws, and as of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote, and the right, power and authority to sell, transfer and deliver, such Shares, and such Stockholder does not own, directly or indirectly, any other Shares.

Stockholder Representations and Warranties. Each of the Stockholders hereby and Xx. Xxxxxxxx represents and warrants to Terra REIT Longview, on behalf of him or itself, as follows: (a) Such Each Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Each Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust (bor other similar) action on the part of each Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholders and Xx. Xxxxxxxx and constitutes a valid, legal and binding agreement of each Stockholder and Xx. Xxxxxxxx (assuming that this Agreement is duly authorized, executed and delivered by Longview), enforceable against each Stockholder and Xx. Xxxxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder or Xx. Xxxxxxxx with respect to such Stockholder’s or Xx. Xxxxxxxx’x execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders or Xx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such Stockholder the Stockholders and Xx. Xxxxxxxx, the performance by the Stockholders and Xx. Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make result in any filing with or notification to, breach of any governmental or regulatory authority, domestic or foreignprovision of any Stockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to which any agreement, obligation or instrument binding on such Stockholder or its properties and assetsXx. Xxxxxxxx is a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or lawapplicable Law to which Xx. Xxxxxxxx, rule, regulation, order, judgment or decree applicable to such any Stockholder or pursuant to which any of its or its affiliates’ their respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholders or Xx. Xxxxxxxx to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On Each Stockholder is the date hereofrecord and beneficial owner of its Subject Company Shares, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to each Stockholder, together with any other Equity Securities of the Company that such Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and any agreement existing on the date hereof and made available to Longview or that is entered into in accordance with the Business Combination Agreement, no Stockholder has the right to acquire any Equity Securities of any Group Company. Each Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any Contract with respect to a Permitted Transfer, no Stockholder is party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of its Subject Company Shares. (f) There is no Proceeding pending or, claimsto Xx. Xxxxxxxx’x or each Stockholder’s knowledge, liensthreatened against Xx. Xxxxxxxx or such Stockholder that, encumbrances and security interestsif adversely decided or resolved, except (if applicable) such encumbrances or other items that do not would reasonably be expected to adversely affect in any respect the ability of such Stockholder to perform such Stockholder’s perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time under this Agreement is in effect any material respect. (g) Xx. Xxxxxxxx and each Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Longview Parties and (ii) it has been furnished with or any postponement or adjournment thereof, given access to such Stockholder will have, sole voting power documents and information about the Longview Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to all the execution, delivery and performance of this Agreement, the Owned Shares of such Stockholderother Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (fh) Such Stockholder understands In entering into this Agreement and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other Ancillary Documents to which it is or will be a party, each Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any Longview Party (including, for the avoidance of doubt, none of the representations or warranties of any Longview Party set forth in the Business Combination Agreement or any other Ancillary Document), any Longview Non-Party Affiliate or any other Person, either express or implied, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the Longview Parties, any Longview Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will be a party or the transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholders, Chen, and Aisiku represents and warrants to Terra REIT Digital Health, on behalf of him or itself, as follows: (a) To the extent such Stockholder is an entity, such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. (b) . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders, Chen, and Aisiku and constitutes a valid, legal and binding agreement of each Stockholder, Chen, and Aisiku (assuming that this Agreement is duly authorized, executed and delivered by Digital Health), enforceable against each Stockholder, Chen, and Aisiku in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder, Chen, or Aisiku with respect to such Stockholder’s, Chen’s, or Aisiku’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders, Chen, and Aisiku, the performance by the Stockholders, Chen, and Aisiku of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder, Chen, or Aisiku is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Chen, Aisiku, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements, or any other agreement existing on the date hereof and made available to Digital Health or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the Business Combination Agreement, Company Parties Stockholders Agreements, BCA Lock-up Agreements and any Contract with respect to a Permitted Transfer such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Shares. (f) There is no Proceeding pending or, to Chen’s, Aisiku’s or such Stockholder’s knowledge, threatened against Chen, Aisiku, or such Stockholder that, if adversely decided or resolved, would reasonably be expected to prevent Chen, Aisiku, or such Stockholder from performing, or otherwise complying with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Each of Chen, Aisiku, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which he or it is or will be a party, the Owned Shares of Chen, Aisiku, and such Stockholder are owned has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party and no other representations or warranties of record any Parent Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Chen, Aisiku, and such Stockholder, constitute all on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of Parent Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect Parent Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of Stockholder acknowledges that he or she made certain representations and warranties with respect to the Stockholders hereby DRMS Stock Purchase Agreement and each is willing to make substantially similar representations and warranties with respect to this Agreement. Accordingly, each Stockholder represents and warrants (with respect to Terra REIT as followshimself or herself and not with respect to the other Stockholders) that: (a) Such Stockholder is an individual whose residential address is set forth on SCHEDULE A hereto. None of the Stockholders are corporations, partnerships or any other type of entity. (b) Such Stockholder has full legal right power and capacity authority to execute and deliver this Agreement, Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Stockholder, enforceable in accordance with its obligations hereunder terms and conditions. Such Stockholder need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated herebyby this Agreement. (bc) This Agreement has been duly executed and delivered by such Stockholder Neither the execution and the execution, delivery and performance of this Agreement by such Stockholder and Agreement, nor the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Stockholder and no is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other actions or proceedings on the part of arrangement to which such Stockholder are necessary to authorize this Agreement is a party or by which he or she is bound or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement which any of such Stockholder, enforceable against such Stockholder in accordance with its termshis or her assets is subject. (d) The execution and delivery of this Agreement by such Such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder understands that the shares of CORE Common Stock to obtain be issued to him or her as provided in this Agreement have not been, and will not be, registered under the consent or approval ofSecurities Act, or make under any filing with or notification tostate securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any governmental or regulatory authority, domestic or foreignpublic offering, (ii) require is acquiring such CORE Common Stock solely for his or her own account for investment purposes, and not with a view to the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assetsdistribution thereof, (iii) conflict is a sophisticated investor with or violate any organizational document or lawknowledge and experience in business and financial matters who is capable of evaluating the merits and risks of owning CORE Common Stock), rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate has had the opportunity to obtain information concerning CORE as desired, including the opportunity to ask questions of CORE's management in order to evaluate the merits and the risks inherent in holding CORE Common Stock, (v) is able to bear the economic risk and lack of liquidity inherent in holding CORE Common Stock, (vi) understands that no federal or state agency has passed upon the shares of CORE Common Stock to be issued as provided in this Agreement or made any other agreement finding or determination as to which such Stockholder or any the fairness of its affiliates is a party this transaction, (vii) understands that there are substantial risks incident to an investment in CORE Common Stock, including, without limitation, those set forth in the document entitled "CORE, Inc. Risk Factors" provided to each Stockholder in August 1998 in connection with the DRMS Stock Purchase Agreement, (viii) understands that the holders of CORE Common Stock, including the Stockholders (as defined in this Agreement) are not assured of any voting agreementreturn on an investment in CORE Common Stock, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, and (ix) is not relying on CORE with respect to the voting individual tax or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, economic considerations involved in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthis transaction. (e) On the date hereofSuch Stockholder has carefully reviewed and understands this Agreement, the Owned Shares of such Stockholder are owned of record DRMS Stock Purchase Agreement and all documents related thereto or beneficially by such Stockholderprovided in connection therewith (including, constitute all of without limitation, the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restrictiondocument entitled "CORE, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such StockholderInc. Risk Factors"). (f) Such Stockholder understands is an "Accredited Investor" as such term is defined under the Securities Act or 1933, as amended (the "Securities Act"), and acknowledges the rules and regulations promulgated thereunder, as he or she falls within at least one of the following categories: (i) a natural person whose individual net worth, or joint net worth with that person's spouse, at the obligations time of Terra BDC to effect his or her purchase exceeds $1,000,000; or (ii) a natural person who had an individual income in excess of $200,000 in each of the Merger two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and to consummate who has a reasonable expectation of reaching the other transactions contemplated by same income level in the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementcurrent year.

Stockholder Representations and Warranties. Each of the Stockholders hereby represents and warrants to Terra REIT as follows: (a) Such Stockholder has full legal right the necessary power, authority and capacity to execute and deliver this Agreement, Agreement and to perform its Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. (b) hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Stockholder has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, not (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or pursuant to by which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates Stockholder’s assets is or may be bound or affected or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Shares pursuant to, any of Stockholder’s organizational documents or any contract to which Stockholder is a party includingor by which Stockholder or any of Stockholder’s Affiliates or assets is or may be bound or affected, without limitation, except for any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. foregoing in clauses (ei) On the date hereof, the Owned Shares of such and (ii) as would not reasonably be expected to impair Stockholder’s ability to perform its obligations under this Agreement in any material respect. Stockholder are owned beneficially owns (of record or beneficially by such Stockholderotherwise), constitute all of and has the shares of Terra REIT Common Stock owned of record power to vote or beneficially by such Stockholder and are cause to be voted, the Shares (free and clear of any proxy Liens) and does not own or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances have the power to vote any shares of capital stock or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As securities of the date hereofCompany, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement option, warrant, convertible note or adjournment thereofother right to acquire (by purchase, such Stockholder will have, sole voting power with respect to all conversion or otherwise) any shares of capital stock or other securities of the Owned Shares of such StockholderCompany, other than the Shares. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby represents and warrants (severally and not jointly) to Terra REIT Longview and the Company, on behalf of itself, as follows: (a) Such Stockholder is (i) an individual or (ii) a corporation, a partnership, limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite corporate, partnership, limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, trust (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and the executionconstitutes a valid, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid legal and binding agreement of such StockholderStockholder (assuming that this Agreement is duly authorized, executed and delivered by Longview, the Company and other Stockholders), enforceable against such Stockholder in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of such Stockholder with respect to such Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) The None of the execution and or delivery of this Agreement by such Stockholder, the performance by such Stockholder do notof any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby and the compliance will, directly or indirectly (with the provisions hereof will not, or without due notice or lapse of time or both) (i) require result in any breach of any provision of such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on which such Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to which such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which Lien upon such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustStockholder’s Subject Company Shares, except, in the case of the Owned Shares any of Terra JVclauses (ii) and (iii) above, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do as would not adversely affect in any respect the ability of such Stockholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to such Stockholder’s obligations hereunder. As , together with any other Equity Securities of the Company of which such Stockholder acquires record or beneficial ownership after the date hereofhereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder hasdoes not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and at any Terra REIT agreement existing on the date hereof and made available to Longview or that is entered into in accordance with the Business Combination Agreement, no Stockholder Meeting during has the time right to acquire any Equity Securities of any Group Company. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) its Subject Company Shares and, except for this Agreement is in effect or Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any postponement or adjournment thereofContract with respect to a Transfer (as defined below) not prohibited pursuant to Section 4, such Stockholder will haveis a party to or bound by (i) any option, sole warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting power trust, proxy or other Contract with respect to all the voting or Transfer of the Owned Shares any of such Stockholderits Subject Company Shares. (f) There is no Proceeding pending or, to such Stockholder’s knowledge, threatened against such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Such Stockholder understands Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations of Terra BDC business, assets, condition, operations and prospects of, the Longview Parties and (ii) it has been furnished with or given access to effect such documents and information about the Merger Longview Parties and their respective businesses and operations as it and its Representatives have deemed necessary to consummate the other transactions contemplated by the Merger Agreement are subject enable it to make an informed decision with respect to the execution execution, delivery and delivery by such Stockholder performance of this Agreement, the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Ancillary Documents to which it is or will be a party, such Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any Longview Party (including, for the avoidance of doubt, none of the representations or warranties of any Longview Party set forth in the Business Combination Agreement or any other Ancillary Document), any Longview Non-Party Affiliate, the Company or any other Person, either express or implied, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the Longview Parties, any Longview Non-Party Affiliate, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholders, Chen, and Aisiku represents and warrants to Terra REIT Digital Health, on behalf of him or itself, as follows: (a) To the extent such Stockholder is an entity, such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. (b) . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders, Chen, and Aisiku and constitutes a valid, legal and binding agreement of each Stockholder, Chen, and Aisiku (assuming that this Agreement is duly authorized, executed and delivered by Digital Health), enforceable against each Stockholder, Chen, and Aisiku in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder, Chen, or Aisiku with respect to such Stockholder’s, Chen’s, or Aisiku’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders, Chen, and Aisiku, the performance by the Stockholders, Chen, and Aisiku of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder, Chen, or Aisiku is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Chen, Aisiku, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements, or any other agreement existing on the date hereof and made available to Digital Health or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the Business Combination Agreement, Company Parties Stockholders Agreements, Exchange Agreement and any Contract with respect to a Permitted Transfer such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Shares. (f) There is no Proceeding pending or, to Chen’s, Aisiku’s or such Stockholder’s knowledge, threatened against Chen, Aisiku, or such Stockholder that, if adversely decided or resolved, would reasonably be expected to prevent Chen, Aisiku, or such Stockholder from performing, or otherwise complying with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Each of Chen, Aisiku, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which he or it is or will be a party, the Owned Shares of Chen, Aisiku, and such Stockholder are owned has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party and no other representations or warranties of record any Parent Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Chen, Aisiku, and such Stockholder, constitute all on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of Parent Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect Parent Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT Tailwind as follows: (a) Such The Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by Tailwind), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to materially and adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder. (d) None of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in any breach of any provision of the Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Stockholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Stockholder or any of his, her or its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to materially and adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder. (e) The Stockholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company of which the Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 5.1(b)(v) of the Business Combination Agreement, the Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. The Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Stockholders Agreements, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares. (f) There is no Proceeding pending or threatened in writing against or involving the Stockholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to materially and adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement. (g) The Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Tailwind Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Tailwind Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder or the other Ancillary Documents to which he, she or it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which he, she or it is or will be a party, the Owned Shares Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of such Stockholder are owned of record any Tailwind Party or beneficially by such any other Person, either express or implied, and the Stockholder, constitute all on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect Tailwind Parties or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder will haveeither express or implied, sole voting power in connection with respect or related to all of this Agreement, the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate Business Combination Agreement or the other Ancillary Documents or the transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholders, severally and not jointly, represents and warrants to Terra REIT Parent and the Company as follows: (a) Such If such Stockholder has full legal right and capacity is a natural person, he or she is legally competent to execute and deliver this Agreement. If such Stockholder is not a natural person, to perform it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its obligations hereunder and to consummate the transactions contemplated herebyincorporation or organization. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s power and have been duly authorized by all necessary actions on the part of such Stockholder. (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of his, her or its obligations hereunder will not, (i) conflict with or violate any Law applicable to such Stockholder, (ii) result in the creation of any Lien on any of its Subject Company Stock (other than under this Agreement, the Merger Agreement or the Ancillary Agreements), (iii) if applicable, conflict with or result in a breach or violation of or constitute a default under its organizational documents, or (iv) require any consent, authorization or approval of, declaration, filing or registration with, or notice to, any Person, in each case that has not been given or made as of the date hereof. (d) There are no Actions pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement. (e) This Agreement has been duly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming assuming due authorization, execution and delivery by Terra REITthe other Parties, this Agreement constitutes the a legally valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder him, her or it in accordance with its terms. the terms hereof (d) The execution except as enforceability may be limited by applicable bankruptcy Laws, other applicable, similar Laws affecting creditors’ rights and delivery general principles of this Agreement by such Stockholder do not, equity affecting the availability of specific performance and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholderequitable remedies). (f) Such Stockholder understands has not entered into, and acknowledges shall not enter into, any agreement that would restrict, limit or interfere with the performance of his, her or its obligations hereunder. (g) Such Stockholder is the exclusive record and beneficial owner of, and has good and valid title to, all of Terra BDC the Shares set forth opposite such Stockholder’s name on Schedule A hereto, and there exist no Liens, pledge, proxy, security interest, option, right of first refusal, adverse claim of ownership or any other limitations or restrictions (including, without limitation, any restriction on the right to effect vote, sell or otherwise dispose of such Shares), other than pursuant to (i) this Agreement, (ii) the Merger and to consummate the other transactions contemplated by Company Organizational Documents, (iii) the Merger Agreement are subject to or the execution Ancillary Agreements and delivery by such Stockholder (iv) any applicable securities Laws, and as of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote, and the right, power and authority to sell, transfer and deliver, such Shares, and such Stockholder does not own, directly or indirectly, any other Shares.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT Parent, New Parent and Merger Sub, severally but not jointly, as follows: (a) Such Stockholder (i) is the sole record owner of, and has, and at the time of the Chardonnay Stockholder Meeting will have, good title to, such Stockholder’s Subject Securities, free and clear of any and all Encumbrances except for Encumbrances arising (A) hereunder,(B) pursuant to the Merger Agreement, or (C) from any restrictions on transfer imposed by applicable federal or state securities laws; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Subject Securities and shares underlying the Chardonnay Restricted Stock Units or the Chardonnay Stock Options; and (iii) has full legal the sole right to vote and capacity dispose of, and holds sole power to execute issue instructions with respect to, the matters set forth in this Agreement with no material limitations, qualifications or other restrictions on such rights, subject to applicable federal or state securities laws and deliver the terms of this Agreement. As of the date hereof, such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Subject Securities set forth opposite such Stockholder’s name on Schedule A hereto, and does not own any other shares of capital stock of the Company; provided, however, that in the case of PEAK6 Investments, L.P., no such representation or warranty is made as it relates to perform its obligations hereunder and to consummate the transactions contemplated herebySubject Securities held by Osmium Partners, LLC. (b) This Agreement has been duly and validly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, assuming this Agreement constitutes the a valid and binding obligation of each of Parent, New Parent and Merger Sub, constitutes a legal, valid and binding agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (c) The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Stockholder is a party or by which the Subject Securities are bound; or (ii) violate, or require any consent, approval, or notice under any provision of any judgment, order or decree or other legal requirement applicable to such Stockholder or any of the Subject Securities. (d) The execution and delivery of this Agreement by such Stockholder do does not, and the performance by such Stockholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent any consent, approval, authorization or approval permit of, or to make any filing with or notification to, any governmental or regulatory authorityGovernmental Authority, domestic or foreign, (ii) require other than the consent or approval filings of any other person pursuant to any agreement, obligation reports (or instrument binding on such Stockholder or its properties and assets, (iiiamendments thereto) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting AgreementSEC. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that each of the obligations parties to the Merger Agreement are entering into the Merger Agreement in reliance upon the execution and delivery of Terra BDC to effect this Agreement by such Stockholder and the representations, warranties and covenants of such Stockholder contained herein. Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementthereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT New Parent, Riesling and Chardonnay, severally but not jointly, as follows: (a) Such Stockholder as of the date hereof and until the consummation of the Contribution (i) is the sole owner of, and has full legal good title to, such Stockholder’s Subject Riesling Shares, free and clear of all Encumbrances; (ii) does not own, of record or beneficially, any shares of capital stock of Riesling (or rights to acquire any such shares) other than the Subject Riesling Shares and shares underlying the Riesling options; and (iii) has the sole right to vote and capacity dispose of, and holds sole power to execute issue instructions with respect to, the matters set forth in this Agreement with no material limitations, qualifications or other restrictions on such rights, subject to applicable federal or state securities laws and deliver the terms of this Agreement. As of the date hereof, to perform its obligations hereunder such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Subject Riesling Shares set forth opposite such Stockholder’s name on Schedule A hereto, and to consummate does not own any other shares of capital stock of Riesling. Each Stockholders’ Subject Riesling Shares are and, at the transactions contemplated herebytime of the consummation of the Contribution, will be, duly authorized and validly issued, fully paid-in and non-assessable. (b) This Agreement has been duly and validly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, assuming this Agreement constitutes the a valid and binding obligation of each of New Parent, Riesling and Chardonnay, constitutes a legal, valid and binding agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (c) The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Stockholder is a party or by which the Subject Riesling Shares are bound; or (ii) violate, or require any consent, approval, or notice under any provision of any judgment, order or decree or other legal requirement applicable to such Stockholder or any of the Subject Riesling Shares. (d) The execution and delivery of this Agreement by such Stockholder do does not, and the performance by such Stockholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent any consent, approval, authorization or approval permit of, or to make any filing with or notification to, any governmental or regulatory authorityGovernmental Authority, domestic or foreign, (ii) require other than the consent or approval filings of any other person pursuant to any agreement, obligation reports (or instrument binding on such Stockholder or its properties and assets, (iiiamendments thereto) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting AgreementSEC. (e) On the date hereof, the Owned Shares of such Such Stockholder are owned of record or beneficially by such Stockholder, constitute all understands and acknowledges that each of the shares parties to the Merger Agreement are entering into the Merger Agreement in reliance upon the execution and delivery of Terra REIT Common Stock owned of record or beneficially this Agreement by such Stockholder and are free the representations, warranties and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability covenants of such Stockholder to perform such Stockholder’s obligations hereundercontained herein. As Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the date hereof, such Stockholder has, Merger and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholderother transactions contemplated thereby. (f) Such Stockholder understands has no present plan or intention to sell, exchange, or otherwise dispose of the Contribution Consideration New Parent Ordinary Shares, including a transfer to creditors of such Stockholder. (g) Such Stockholder is not a U.S. Person (as defined in Regulation S under the Securities Act (“Regulation S”)) and acknowledges that did not receive or execute this Agreement in the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this AgreementUnited States.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT Parent, New Parent and Merger Sub, severally but not jointly, as follows: (a) Such Stockholder (i) is the sole record owner of, and has, and at the time of the Chardonnay Stockholder Meeting will have, good title to, such Stockholder’s Subject Securities, free and clear of any and all Encumbrances except for Encumbrances arising (A) hereunder,(B) pursuant to the Merger Agreement, or (C) from any restrictions on transfer imposed by applicable federal or state securities laws; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Subject Securities and shares underlying the Chardonnay Restricted Stock Units or the Chardonnay Stock Options; and (iii) has full legal the sole right to vote and capacity dispose of, and holds sole power to execute issue instructions with respect to, the matters set forth in this Agreement with no material limitations, qualifications or other restrictions on such rights, subject to applicable federal or state securities laws and deliver the terms of this Agreement. As of the date hereof, such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Subject Securities set forth opposite such Stockholder’s name on Schedule A hereto, and does not own any other shares of capital stock of the Company; provided, however, that in the case of PEAK6 Investments, L.P., no such representation or warranty is made as it relates to perform its obligations hereunder and to consummate the transactions contemplated herebySubject Securities held by Osmium Partners, LLC. (b) This Agreement has been duly and validly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, assuming this Agreement constitutes the a valid and binding obligation of each of Parent, New Parent and Merger Sub, constitutes a legal, valid and binding agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (dc) The execution execution, delivery and delivery performance by such Stockholder of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, not (i) require such Stockholder to obtain the consent or approval ofconflict with, or make any filing result in the breach or termination of or constitute a default (with or notification towithout the giving of notice or the lapse of time or both) under any note, any governmental bond, mortgage, indenture, contract, agreement, lease, license, permit or regulatory authority, domestic other instrument or foreign, (ii) require the consent or approval obligation of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement kind to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder by which the Subject Securities are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreement.bound; or

Stockholder Representations and Warranties. Each of the Stockholders Stockholder hereby represents and warrants to Terra REIT Purchaser as follows: (a) Any such Stockholder that is not a natural person is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it was organized. Such Stockholder has full legal right all requisite power and capacity authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Stockholder and the hereunder. The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have has been duly and validly authorized by all necessary action on the part governing body, if any, of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize or consummate this Agreement. This Agreement or to consummate has been duly and validly executed and delivered by such Stockholder, and (assuming the transactions contemplated hereby. (c) Assuming due authorization, execution and delivery hereof by Terra REIT, this Agreement the other parties) constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and of general principles of equity. (b) The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene, conflict with, constitute a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration, loss of a material benefit under or result in the creation or imposition of any Lien upon any of Seller Shares or other assets or properties of such Stockholder under, any of the terms, conditions or provisions of (i) the organizational documents, if any, of such Stockholder, (ii) any Laws binding upon or applicable to such Stockholder or by which any of its assets or properties is bound or (iii) any material contract to which such Stockholder is a party or by which any of its assets or properties is bound. (c) Except as may be required under the Exchange Act, no consent, waiver, approval or action of, filing with or notice to any Governmental Entity or Third Party is necessary or required under any of the terms, conditions or provisions of any Law or any Contract to which such Stockholder is a party or by which any of its assets or properties is bound for the execution, delivery and performance by such Stockholder of this Agreement. (d) The execution and delivery of this Agreement by such Such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require is the record or beneficial owner of Seller Shares adjacent to such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s name on Schedule I, (ii) require the consent or approval has good, valid and marketable title to such Seller Shares free and clear of any other person pursuant to any agreementLiens, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable has sole voting and dispositive power (except as provided by this Agreement) to such Stockholder or pursuant Seller Shares. (e) None of the Seller Shares adjacent to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement such Stockholder’s name on Schedule I is subject to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy trust or voting trust. The Owned Shares of such Stockholder are not, other Contract with respect to the voting or transfer thereof, subject to any other agreementand no proxy, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances power-of-attorney or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power authorization has been granted with respect to all of the Owned such Seller Shares of such Stockholder(except as provided by this Agreement). (f) Such Stockholder understands and acknowledges that Purchaser is entering into the obligations of Terra BDC to effect the Merger Purchase Agreement in reliance upon such Stockholder’s execution, delivery and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder performance of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT 10X as follows: (a) Such The Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable) . (b) The Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by 10X), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Governmental Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the PrimeBlock Organizational Documents). Except for the equity securities of PrimeBlock set forth on Schedule A hereto, together with any other equity securities of PrimeBlock that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of PrimeBlock. The Stockholder does not own any right to acquire any equity securities of PrimeBlock (except in its capacity as a stockholder). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicablex) such encumbrances or other items that do not affect in any respect impair the ability of such Stockholder to perform such Stockholder’s its obligations hereunder. As under this Agreement or (y) prevent, impede or delay the consummation of any of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time transactions contemplated by this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such StockholderAgreement. (f) Such There is no Proceeding pending or, to the Stockholder’s knowledge, threatened against the Stockholder understands that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations business, assets, condition, operations and prospects of, 10X and (ii) it has been furnished with or given access to such documents and information about 10X and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of Terra BDC to effect the Merger and to consummate this Agreement, the other Ancillary Agreements to which it is or will be a party and the transactions contemplated by hereby and thereby. (h) In entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it is or will be a party and no other representations or warranties of 10X or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of 10X set forth in the Merger Agreement are subject or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to the execution and delivery by such Stockholder which it is or will be a party, none of 10X, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby represents and warrants (severally and not jointly) to Terra REIT CHP and the Company, on behalf of itself, as follows: (a) Such Stockholder is (i) an individual or (ii) a corporation, a partnership, limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite corporate, partnership, limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, trust (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and the executionconstitutes a valid, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid legal and binding agreement of such StockholderStockholder (assuming that this Agreement is duly authorized, executed and delivered by CHP, the Company and other Stockholders), enforceable against such Stockholder in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of such Stockholder with respect to such Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) The None of the execution and or delivery of this Agreement by such Stockholder, the performance by such Stockholder do notof any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby and the compliance will, directly or indirectly (with the provisions hereof will not, or without due notice or lapse of time or both) (i) require result in any breach of any provision of such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on which such Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to which such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which Lien upon such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustStockholder’s Subject Company Shares, except, in the case of the Owned Shares any of Terra JVclauses (ii) and (iii) above, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do as would not adversely affect in any respect the ability of such Stockholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to such Stockholder’s obligations hereunder. As , together with any other Equity Securities of the Company of which such Stockholder acquires record or beneficial ownership after the date hereofhereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder hasdoes not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and at any Terra REIT agreement existing on the date hereof and made available to CHP or that is entered into in accordance with the Business Combination Agreement, no Stockholder Meeting during has the time right to acquire any Equity Securities of any Group Company. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) its Subject Company Shares and, except for this Agreement is in effect or Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any postponement or adjournment thereofContract with respect to a Transfer (as defined below) not prohibited pursuant to Section 4, such Stockholder will haveis not a party to or bound by (i) any option, sole warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting power trust, proxy or other Contract with respect to all the voting or Transfer of the Owned Shares any of such Stockholderits Subject Company Shares. (f) There is no Proceeding pending or, to such Stockholder’s knowledge, threatened against such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Such Stockholder understands Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations of Terra BDC business, assets, condition, operations and prospects of, the CHP Parties and (ii) it has been furnished with or given access to effect such documents and information about the Merger CHP Parties and their respective businesses and operations as it and its Representatives have deemed necessary to consummate the other transactions contemplated by the Merger Agreement are subject enable it to make an informed decision with respect to the execution execution, delivery and delivery by such Stockholder performance of this Agreement, the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Ancillary Documents to which it is or will be a party, such Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any CHP Party (including, for the avoidance of doubt, none of the representations or warranties of any CHP Party set forth in the Business Combination Agreement or any other Ancillary Document), any CHP Non-Party Affiliate, the Company or any other Person, either express or implied, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the CHP Parties, any CHP Non-Party Affiliate, the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby and Xx. Xxxxxxxx represents and warrants to Terra REIT HighCape, on behalf of him or itself, as follows: (a) Such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and Xx. Xxxxxxxx and constitutes a valid, legal and binding agreement of such Stockholder and Xx. Xxxxxxxx (assuming that this Agreement is duly authorized, executed and delivered by HighCape), enforceable against such Stockholder and Xx. Xxxxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder or Xx. Xxxxxxxx with respect to such Stockholder’s or Xx. Xxxxxxxx’x execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders or Xx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders and Xx. Xxxxxxxx, the performance by the Stockholders and Xx. Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder or Xx. Xxxxxxxx is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Xx. Xxxxxxxx, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders or Xx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder. (e) Such Stockholder is the record and beneficial owner of its Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Company that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and any agreement existing on the date hereof and made available to HighCape or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Company. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any Contract with respect to a Permitted Transfer, such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Company Shares. (f) There is no Proceeding pending or, to Xx. Xxxxxxxx’x or such Stockholder’s knowledge, threatened against Xx. Xxxxxxxx or such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Xx. Xxxxxxxx and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the HighCape Parties and (ii) it has been furnished with or given access to such documents and information about the HighCape Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which it is or will be a party, the Owned Shares of such Stockholder are owned has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of record any HighCape Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any HighCape Party set forth in the Business Combination Agreement or any other Ancillary Document), any HighCape Non-Party Affiliate or any other Person, either express or implied, and such Stockholder, constitute all on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of HighCape Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect HighCape Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT ACTC as follows: (a) Such The Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable) . (b) The Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by ACTC), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Governmental Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Organizational Documents, the Voting Agreement, that certain Eighth Amended and Restated Investors’ Rights Agreement, dated as of August 2, 2019, by and among the Company and the stockholders party thereto, and that certain Eighth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of August 2, 2019, by and among the Company and the stockholders party thereto (collectively, the “Company Stockholders Agreements”). Except for the equity securities of the Company set forth on Schedule A hereto, together with any other equity securities of the Company that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of the Company.1 The Stockholder does not own any right to acquire any equity securities of the Company (except in its capacity as a stockholder and as contemplated by the Company Stockholders Agreements). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement, the Merger Agreement and the Company Stockholders Agreements, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicablex) such encumbrances or other items that do not affect in any respect impair the ability of such Stockholder to perform such Stockholder’s its obligations hereunder. As under this Agreement or (y) prevent, impede or delay the consummation of any of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby and Dx. Xxxxxxxx represents and warrants to Terra REIT HealthCor, on behalf of him or itself, as follows: (a) Such Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Such Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. (b) . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders and Dx. Xxxxxxxx and constitutes a valid, legal and binding agreement of each Stockholder and Dx. Xxxxxxxx (assuming that this Agreement is duly authorized, executed and delivered by HealthCor), enforceable against each Stockholder and Dx. Xxxxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder or Dx. Xxxxxxxx with respect to such Stockholder’s or Dx. Xxxxxxxx’x execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders or Dx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholders and Dx. Xxxxxxxx, the performance by the Stockholders and Dx. Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which any Stockholder or Dx. Xxxxxxxx is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Dx. Xxxxxxxx, any Stockholder or any of their respective properties or assets is bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Stockholders or Dx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Such Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements, that certain letter agreement, of even date herewith, by and between Mxxxxxx X. Xxxxxxxx Family Trust and Liminal (the “Exchange Agreement”) or any other agreement existing on the date hereof and made available to HealthCor or that is entered into in accordance with the Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the Business Combination Agreement, Company Parties Stockholders Agreements, Exchange Agreement and any Contract with respect to a Permitted Transfer such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Subject Shares. (f) There is no Proceeding pending or, to Dx. Xxxxxxxx’x or such Stockholder’s knowledge, threatened against Dx. Xxxxxxxx or such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of Dx. Xxxxxxxx or such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) Each of Dx. Xxxxxxxx and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement by such Stockholder Agreement, the other Ancillary Documents to which it is or will be a party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreementthereby. (eh) On In entering into this Agreement and the date hereofother Ancillary Documents to which he or it is or will be a party, the Owned Shares of Dx. Xxxxxxxx and such Stockholder are owned has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party and no other representations or warranties of record any Parent Party (including, for the avoidance of doubt, none of the representations or beneficially by warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Dx. Xxxxxxxx and such Stockholder, constitute all on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of Parent Parties, any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect Parent Non-Party Affiliate or any postponement other Person makes or adjournment thereofhas made any representation or warranty, such Stockholder either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will have, sole voting power with respect to all of be a party or the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT Parent as follows: (a) Such The Stockholder has full legal right to power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) This Agreement has been duly executed and delivered by such No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Stockholder and with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (c) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require if such Stockholder to obtain is a legal entity, result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document governmental order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (ed) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law, under the Company Organizational Documents). Except for the equity securities of the Company set forth on Schedule A hereto, together with any other equity securities of the Company that the Stockholder acquires record or beneficial ownership of after the date hereof that are either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of the Company. The Stockholder does not own any right to acquire any equity securities of the Company. The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicablex) such encumbrances or other items that do not affect in any respect impair the ability of such Stockholder to perform such its obligations under this Agreement or (y) prevent, impede or delay the consummation of any of the transactions contemplated by this Agreement. (e) There is no claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, pending or, to the Stockholder’s obligations hereunder. As knowledge, threatened against the Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the date hereofStockholder to perform, such Stockholder hasor otherwise comply with, and at any Terra REIT Stockholder Meeting during the time of its covenants, agreements or obligations under this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such Stockholdermaterial respect. (f) Such Stockholder understands The Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations business, assets, condition, operations and prospects of, Parent and (ii) it has been furnished with or given access to such documents and information about Parent and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of Terra BDC to effect the Merger and to consummate this Agreement, the other Ancillary Agreements to which it is or will be a party and the transactions contemplated by hereby and thereby. (g) In entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it is or will be a party and no other representations or warranties of Parent or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of Parent set forth in the Merger Agreement are subject or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to the execution and delivery by such Stockholder which it is or will be a party, none of Parent, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder, severally and not jointly, represents and warrants to Terra REIT Parent as follows: (a) Such If Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If Stockholder is not an individual, the Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and the executionconstitutes a valid, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid legal and binding agreement of such StockholderStockholder (assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against such Stockholder in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority is required on the part of such Stockholder with respect to such Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) The None of the execution and or delivery of this Agreement by such Stockholder, the performance by such Stockholder do notof any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby and the compliance will, directly or indirectly (with the provisions hereof will not, or without due notice or lapse of time or both) (i) require result in any breach of any provision of such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on which such Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or law, rule, regulation, order, judgment or decree applicable Law to which such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which Lien upon such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustStockholder’s Subject Company Shares, except, in the case of the Owned Shares any of Terra JVclauses (ii) and (iii) directly above, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do as would not adversely affect in any respect the ability of such Stockholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) Stockholder is the record and beneficial owner of the Subject Company Shares set forth opposite such Stockholder’s obligations hereundername on Schedule I hereto and has valid, good and marketable title to such Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law). As Except for the shares of Company Capital Stock set forth on Schedule I hereto, together with any other shares of Company Capital Stock or other equity interests (including anything convertible into such equity interests) of the Company of which the Stockholder acquires record or beneficial ownership after the date hereof, such Stockholder hashas the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Merger Agreement, that certain Voting Agreement, dated January 19, 2021, that certain Investors’ Rights Agreement, dated January 19, 2021 and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereofthat certain Right of First Refusal and Co-Sale Agreement, dated January 19, 2021, such Stockholder will haveis not party to or bound by (i) any option, sole warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer (as defined below) any of the Subject Company Shares or (ii) any voting power trust, proxy or other Contract with respect to all the voting or Transfer of any of the Owned Shares of such StockholderSubject Company Shares. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject There is no proceeding pending or, to the execution and delivery Stockholder’s knowledge, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Subject Company Shares, the validity of this Agreement or the performance by such Stockholder of its obligations under this Agreement, or which would reasonably be expected to adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Additional Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Additional Agreements to which he, she or it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Additional Agreements to which he, she or it is or will be a party and no other representations or warranties of any Parent Party (including, for the avoidance of doubt, none of the representations or warranties of any Parent Party set forth in the Merger Agreement or any other Additional Agreements), any Affiliate of Parent or any other Person, either express or implied, and such Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Additional Agreements to which he, she or it is or will be a party, none of the Parent Parties, any Affiliate of Parent or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Additional Agreements to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder (and, if applicable, his or her Spouse) represents and warrants as of the date hereof to Terra REIT as followsAcquiror and Merger Sub (solely with respect to Stockholder and not with respect to any other stockholder of the Company) that: (ai) Such Stockholder (and, if applicable, his or her Spouse) has all necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if Stockholder is a natural person, Stockholder has full the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform its Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. hereunder; (bii) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by such Stockholder and the consummation of the transactions contemplated hereby (and, if applicable, his or her Spouse) have been duly and validly authorized by all necessary action on the part of such Stockholder; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by such Stockholder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in a violation of, if Stockholder is an entity, the organizational documents of Stockholder or such Stockholder’s Affiliates; (iv) the execution and delivery of this Agreement does not, and the performance by Stockholder (and, if applicable, his or her Spouse) of Stockholder’s obligations hereunder will not result in the creation or imposition of any Lien upon the Subject Securities; or (v) where applicable, any Person executing this Agreement on behalf of Stockholder has full power and authority to execute and deliver this Agreement on behalf of Stockholder and to thereby bind Stockholder. (b) Stockholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with the terms set forth herein (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and Stockholder (together with his or her spouse if such Stockholder is married and the Stockholder’s Subject Securities constitute community property under applicable Law (such Stockholder’s spouse, a “Spouse”)) is the record and beneficial owner of, and has good and valid title, to, all of the Subject Securities, and there exist no Liens or any other actions limitation or proceedings restriction (including any restriction on the part right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to the Stockholders’ Agreement and the Registration Rights Agreement or any restrictions on transfer arising under applicable securities laws or any pledge or collateral arrangement that does not restrict the Stockholder from transferring the Subject Securities free and clear of all liens and encumbrances in connection with the Closing. Stockholder (and, if applicable, his or her Spouse) has the sole right to vote the Subject Securities, and none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the Stockholders’ Agreement and the Registration Rights Agreement or any restrictions on transfer arising under applicable securities laws. The Subject Securities are the only Equity Securities owned of record or beneficially by such Stockholder (and, if applicable, his or her Spouse) on the date hereof, and except as set forth on Schedule A hereto, Stockholder does not: (i) own beneficially or of record, have the right to acquire, or have any other interest in any Equity Securities or securities of any nature of the Company’s Subsidiaries, or any rights to acquire, or any securities that are necessary convertible into, any of the foregoing; or (ii) have any voting rights with respect to authorize any Equity Securities, or any rights to acquire, or any securities convertible into any such voting rights. (c) As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. by this Agreement, (ci) Assuming due execution and delivery by Terra REITthere are no Actions pending or, this Agreement constitutes threatened against Stockholder or, to the valid and binding agreement knowledge of such Stockholder, enforceable against such any of its Affiliates and (ii) neither Stockholder in accordance with nor any of its termsAffiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Authority. (d) The execution Stockholder understands and acknowledges that Acquiror and Merger Sub are relying upon Stockholder’s execution, delivery and performance of this Agreement by such and upon the representations and warranties and covenants of Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, contained in the case of the Owned Shares of Terra JV, the 2020 Voting this Agreement. (e) On the date hereofNo agent, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholderbroker, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restrictioninvestment banker, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances finder or other items that do not affect intermediary is or shall be entitled to any fee or commission or reimbursement of expenses from Acquiror, Merger Sub or the Company or any of their respective Affiliates in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect based upon any arrangement or any postponement agreement made by or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares on behalf of such Stockholder. (f) Such None of the information supplied or to be supplied by Stockholder understands for inclusion or incorporation by reference in the Registration Statement and Proxy Statement and any amendment or supplement thereto will, at the time of the Special Meeting, 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. (g) Stockholder acknowledges that Stockholder is a sophisticated investor with respect to the obligations Stockholder’s Subject Securities and has adequate information concerning the business and financial condition of Terra BDC the Company to effect make an informed decision regarding the Merger and to consummate the other transactions contemplated by this Agreement and has, independently and without reliance upon Acquiror, the Merger Agreement are subject Company or any Affiliate of Acquiror and the Company, and based on such information as Stockholder has deemed appropriate, made Stockholder’s own analysis and decision to enter into this Agreement. Stockholder acknowledges that Stockholder has had the execution and delivery by such Stockholder of opportunity to seek independent legal advice prior to executing this Agreement. (h) Stockholder has received a copy of and has reviewed the Merger Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder (and, if applicable, his or her Spouse) represents and warrants as of the date hereof to Terra REIT as followsPTAC (solely with respect to the Stockholder and not with respect to any other stockholder of the Company) that: (a) Such (i) such Stockholder (and, if applicable, his or her Spouse) has all necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Stockholder is a natural person, the Stockholder has full the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform its the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. hereunder; (bii) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by such Stockholder and the consummation of the transactions contemplated hereby (and, if applicable, his or her Spouse) have been duly and validly authorized by all necessary action on the part of such Stockholder Stockholder; (iii) the execution, delivery and no other actions or proceedings on the part performance of such Stockholder are necessary to authorize this Agreement or to consummate and the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes by such Stockholder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in a violation of (A), if the valid and binding agreement Stockholder is an entity, the organizational documents of the Stockholder or such Stockholder’s Affiliates, enforceable against such or (B) any applicable Law or any Order of any Governmental Entity to which the Stockholder in accordance with its terms. is subject; (div) The the execution and delivery of this Agreement by such Stockholder do does not, and the consummation performance by the Stockholder (and, if applicable, his or her Spouse) of the transactions contemplated hereby Stockholder’s obligations hereunder will not [(A) require any consent, approval, registration or filing that has not been given or received or other action that has not been taken by any Person or Governmental Entity, in each case, to the extent such consent, approval, registration, filing or other action (or the absence thereof) would prevent, enjoin or materially delay the performance by the Stockholder of the Stockholder’s obligations under this Agreement, or (B)] result in the creation or imposition of any Lien upon the Subject Securities; or (v) where applicable, any Person executing this Agreement on behalf of the Stockholder has full power and authority to execute and deliver this Agreement on behalf of the Stockholder and to thereby bind the Stockholder. (b) The Stockholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and (y) is subject to general principles of equity), and the compliance Stockholder (together with the provisions hereof will not, (i) require his or her spouse if such Stockholder to obtain is married and the consent or approval Stockholder’s Subject Securities constitute community property under applicable Law (such Stockholder’s spouse, a “Spouse”)) is the record and beneficial owner of, or make any filing with or notification and has good and valid title, to, any governmental all of the Subject Securities, and there exist no Liens or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder the Company Shareholder Agreements or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustrestrictions on transfer arising under applicable securities laws. The Owned Shares Stockholder (and, if applicable, his or her Spouse) has the sole right to vote the Subject Securities, and, none of such Stockholder the Subject Securities are not, with respect to the voting or transfer thereof, subject to any proxy, voting trust or other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy similar agreement or voting trust, except, arrangement. The Subject Securities are the only Equity Securities in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock Company owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction(and, claims, liens, encumbrances and security interests, except (if applicable, his or her Spouse) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of on the date hereof, such and except as set forth on Schedule A hereto, the Stockholder hasdoes not: (i) own beneficially or of record, and at have the right to acquire, or have any Terra REIT Stockholder Meeting during other interest in any Equity Securities of the time this Agreement is in effect Company or its Subsidiaries, or any postponement rights to acquire, or adjournment thereofany securities that are convertible into, such Stockholder will have, sole any of the foregoing; or (ii) have any voting power rights with respect to all any Equity Securities of the Owned Shares Company, or any rights to acquire, or any securities convertible into any such voting rights. The Stockholder acknowledges and agrees that upon the conversion of such Stockholder.the Subject Securities set forth on Schedule A hereto, the Stockholder will own immediately prior to the Closing the number of shares of Common Stock set forth on Schedule A. (fc) Such The Stockholder understands has received a copy of and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by has reviewed the Merger Agreement are subject and, to the execution and delivery by such Stockholder Stockholder’s knowledge, each of this Agreementthe Ancillary Documents to which the Company is or will be a party.

Stockholder Representations and Warranties. (a) Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT as follows:that such Stockholder: (i) (aA) Such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance previously worked as an employee of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do notOld Holdings, and the consummation of the transactions contemplated hereby and the compliance is employed in a managerial or executive position with the provisions hereof will notCompany and is familiar with the Company's operations, (i) require such Stockholder to obtain the consent or approval offinancial condition and business prospects, or make any filing with or notification to(B) is a family member of a person described in clause (A), any governmental or regulatory authority, domestic or foreign, and is relying upon such person in acquiring the Securities hereunder; and (ii) require the consent or approval of has had an opportunity to select and consult with such attorneys, business consultants and any other person pursuant person(s) the Stockholder has wished to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict confer with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during since the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of when the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject and such Stockholder's participation were first discussed with such Stockholder. Each Stockholder acknowledges that the Company has made available to such Stockholder, prior to the execution and delivery by such Stockholder signing of this AgreementAgreement and the sale of any Securities, the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the investment and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. (b) Each Stockholder agrees that Stockholder will not transfer any Securities if such transfer would result in a default by the Company under the provisions of the Operative Documents. (c) Each Stockholder agrees that Stockholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the Securities. (d) Each Stockholder acknowledges and accepts that pursuant to the Merger Agreement and the other Operative Documents upon consummation of the proposed transactions the Securities of Xxxxxxx Acquisition Corp. subscribed for hereunder shall be converted into Securities of Xxxxxxx Products, Inc., the successor to Xxxxxxx Acquisition Corp.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder represents and warrants to Terra REIT as followsParent and the Company that: (a) Such such Stockholder has full legal right all requisite capacity and capacity authority to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement; if the Stockholder is a legal entity or trust, the Stockholder is duly organized, validly existing and in good standing in accordance with the Laws of its jurisdiction of formation, as applicable, and the trustees of any Stockholder that is a trust are all duly appointed and acting trustees of such trust and have authority to consummate the transactions contemplated hereby.act on behalf of such trust; (b) This (i) this Agreement has been duly and validly executed and delivered by such Stockholder that is a natural person or a legal entity and, assuming the due authorization, execution and the execution, delivery and performance of this Agreement by such Stockholder the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) Assuming due execution and delivery by Terra REITParent, this Agreement constitutes the a valid and legally binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms., except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the general principles of equity, and no other action is necessary to authorize the execution and delivery by such Stockholder or the performance of its obligations hereunder (the “Bankruptcy and Equity Exception”) and (ii) this Agreement has been duly and validly executed and delivered by the trustee or trustees of any Stockholder that is a trust and, assuming the due authorization, execution and delivery of this Agreement by the Company and Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by the Bankruptcy and Equity Exception; (dc) The the execution and delivery of this Agreement by such Stockholder do (or trustee of such Stockholder) does not, and the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent violate or approval ofconflict with, or make any filing with or notification toconstitute a default under, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, instrument, contract or other obligation or instrument binding on such Stockholder or its properties and assetsany order, (iii) conflict with or violate any organizational document or law, rule, regulation, orderarbitration award, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of by which such Stockholder are notis bound, with respect or any statute, rule or regulation to the voting or transfer thereof, which such Stockholder is subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, exceptor, in the case event that such Stockholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of such Stockholder; (a) the Owned Shares as of Terra JVthe date hereof are equal to the number of shares set forth next to such Stockholder’s name on Exhibit A hereto; (d) except as noted on Exhibit A hereto, such Stockholder has, and at all times during the term of this Agreement shall have, beneficial ownership of, good and valid title to and full and exclusive power to vote, without restriction or limitation, clear of any and all Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, voting or exercise of any rights of a stockholder in respect of, the 2020 Voting Owned Shares (other than any such shares that are Transferred in the manner permitted by this Agreement.); (e) On as of the date hereofAgreement Date, there is no legal action pending against, or, to the Owned Shares knowledge of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record threatened against or beneficially by affecting such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances or other items that do not affect in any respect would reasonably be expected to impair the ability of such Stockholder to perform such Stockholder’s its obligations hereunder. As , that questions the validity of the date hereof, this Agreement or any action taken or to be taken by such Stockholder hasin connection with this Agreement, and at or to consummate the transactions contemplated hereby on a timely basis; and (f) other than as set forth in the Merger Agreement such Stockholder does not have any Terra REIT Stockholder Meeting during agreements, arrangements or understandings of any kind with the time this Agreement is in effect Company or any postponement or adjournment thereof, such Stockholder will have, sole voting power other Person (a) with respect to all the Transfer or voting of the Owned Shares of such Stockholder. (f) Such Stockholder understands and acknowledges that or the obligations of Terra BDC to effect the Merger and to consummate the other transactions contemplated by hereby or (b) that would conflict with, restrict, limit, violate or interfere with the Merger Agreement are subject to the execution performance of any Stockholder’s covenants and delivery by such Stockholder of this Agreementobligations hereunder.

Stockholder Representations and Warranties. Each of the Stockholders hereby The Stockholder represents and warrants to Terra REIT GWAC as follows: (a) Such The Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder has full legal right the requisite corporate, limited liability company or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary corporate (bor other similar) action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid, legal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by GWAC), enforceable against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by such the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain result in any breach of any provision of the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreignStockholder’s organizational and governing documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to any agreement, obligation or instrument binding on such which the Stockholder or its properties and assetsis a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Governmental Order or law, rule, regulation, order, judgment or decree applicable Law to such which the Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate other than the restrictions contemplated by this Agreement, result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Stock, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholder to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On The Stockholder is the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all and beneficial owner of the shares of Terra REIT Common Subject Company Stock owned of record or beneficially by such Stockholder and are has valid, good and marketable title to the Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Organizational Documents). Except for the equity securities of the Company set forth on Schedule A hereto, together with any other equity securities of the Company that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any equity securities of the Company. The Stockholder does not own any right to acquire any equity securities of the Company. The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of the Subject Company Stock, claimsin each case, liens, encumbrances and security interests, except that could reasonably be expected to (if applicablex) such encumbrances or other items that do not affect in any respect impair the ability of such the Stockholder to perform such Stockholder’s its obligations hereunder. As under this Agreement or (y) prevent, impede or delay the consummation of any of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time transactions contemplated by this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares of such StockholderAgreement. (f) Such There is no Proceeding pending or, to the Stockholder’s knowledge, threatened against the Stockholder understands that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Stockholder, on its own behalf and acknowledges on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the obligations business, assets, condition, operations and prospects of, GWAC and (ii) it has been furnished with or given access to such documents and information about GWAC and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of Terra BDC to effect the Merger and to consummate this Agreement, the other Ancillary Agreements to which it is or will be a party and the transactions contemplated by hereby and thereby. (h) In entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it is or will be a party and no other representations or warranties of GWAC or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of GWAC set forth in the Merger Agreement are subject or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to the execution and delivery by such Stockholder which it is or will be a party, none of GWAC, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements to which it is or will be a party or the transactions contemplated hereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders Stockholder severally with respect to itself hereby represents and warrants to Terra REIT Buyer as follows: (a) Such Stockholder is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it was organized. Such Stockholder has full legal right all requisite power and capacity authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Stockholder and the hereunder. The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have has been duly and validly authorized by all necessary action on the part governing body, if any, of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize or consummate this Agreement. This Agreement or to consummate has been duly and validly executed and delivered by such Stockholder, and (assuming the transactions contemplated hereby. (c) Assuming due authorization, execution and delivery hereof by Terra REIT, this Agreement the other parties) constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and of general principles of equity. (db) The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene, require any consent or approval under, conflict with, constitute a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration, loss of a material benefit under or result in the creation or imposition of any lien upon any of Seller Securities or other assets or properties of such Stockholder under, any of the terms, conditions or provisions of (i) the organizational documents, if any, of such Stockholder, (ii) any Laws binding upon or applicable to such Stockholder or by which any of its assets or properties is bound or (iii) any material contract to which such Stockholder is a party or by which any of its assets or properties is bound. (c) The execution and delivery of this Agreement by such Stockholder do does not, and the consummation performance of the transactions contemplated hereby and the compliance with the provisions hereof will this Agreement by such Stockholder shall not, (i) require such Stockholder to obtain the consent or approval ofany consent, approval, authorization, or make any filing with or notification to, any governmental or regulatory authoritygovernment entity by such Stockholder, domestic or foreignexcept as may be required under the Exchange Act. (d) Such Stockholder (i) is the record and beneficial owner of Seller Securities adjacent to such Stockholder’s name on Schedule I, (ii) require has good, valid and marketable title to such Seller Securities free and clear of any liens, encumbrances, restrictions or claims of any kind (except as provided by this Agreement) (iii) has sole voting and dispositive power over such Seller Securities, and (iv) as of the consent date hereof, is not directly or approval indirectly the record or beneficial owner of any other person pursuant securities of Seller, including all additional shares of capital stock of Seller, or any other securities exercisable or exchangeable for, or convertible into, capital stock of Seller, or other right to acquire any securities of Seller, other than Seller Securities adjacent to such Stockholder’s name on Schedule I. (e) None of the Seller Securities adjacent to such Stockholder’s name on Schedule I is subject to any agreement, obligation voting trust or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, Contract with respect to the voting or transfer thereof, subject to any other agreementand no proxy, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement. (e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances power-of-attorney or other items that do not affect in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect or any postponement or adjournment thereof, such Stockholder will have, sole voting power authorization has been granted with respect to all of the Owned Shares of such StockholderSeller Securities (except as provided by this Agreement). (f) Such Stockholder understands and acknowledges that Buyer is entering into the obligations of Terra BDC to effect the Merger Purchase Agreement in reliance upon such Stockholder’s execution, delivery and to consummate the other transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder performance of this Agreement.

Stockholder Representations and Warranties. Each of the Stockholders hereby and Dx. Xxxxxxxx represents and warrants to Terra REIT Longview, on behalf of him or itself, as follows: (a) Such Each Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) Each Stockholder has full legal right the requisite limited liability company, trust or other similar power and capacity authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. . The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust (bor other similar) action on the part of each Stockholder. This Agreement has been duly and validly executed and delivered by such the Stockholders and Dx. Xxxxxxxx and constitutes a valid, legal and binding agreement of each Stockholder and Dx. Xxxxxxxx (assuming that this Agreement is duly authorized, executed and delivered by Longview), enforceable against each Stockholder and Dx. Xxxxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Stockholder or Dx. Xxxxxxxx with respect to such Stockholder’s or Dx. Xxxxxxxx’x execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and performance obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholders or Dx. Xxxxxxxx to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such Stockholder the Stockholders and Dx. Xxxxxxxx, the performance by the Stockholders and Dx. Xxxxxxxx of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part will, directly or indirectly (with or without due notice or lapse of such Stockholder and no other actions time or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (cboth) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make result in any filing with or notification to, breach of any governmental or regulatory authority, domestic or foreignprovision of any Stockholder’s Governing Documents, (ii) require result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the consent terms, conditions or approval provisions of any other person pursuant Contract to which any agreement, obligation or instrument binding on such Stockholder or its properties and assetsDx. Xxxxxxxx is a party, (iii) conflict with violate, or violate constitute a breach under, any organizational document Order or lawapplicable Law to which Dx. Xxxxxxxx, rule, regulation, order, judgment or decree applicable to such any Stockholder or pursuant to which any of its or its affiliates’ their respective properties or assets are bound or (iv) violate result in the creation of any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to Lien upon the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trustSubject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the Owned Shares ability of Terra JVthe Stockholders or Dx. Xxxxxxxx to perform, the 2020 Voting Agreementor otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) On Each Stockholder is the date hereofrecord and beneficial owner of its Subject Company Shares, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Stockholders Agreements). Except for the Equity Securities of the Company set forth on Schedule A hereto with respect to each Stockholder, together with any other Equity Securities of the Company that such Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreements and any agreement existing on the date hereof and made available to Longview or that is entered into in accordance with the Business Combination Agreement, no Stockholder has the right to acquire any Equity Securities of any Group Company. Each Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement, the Company Stockholders Agreements and any Contract with respect to a Permitted Transfer, no Stockholder is party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer any of its Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting restrictionor Transfer of any of its Subject Company Shares. (f) There is no Proceeding pending or, claimsto Dx. Xxxxxxxx’x or each Stockholder’s knowledge, liensthreatened against Dx. Xxxxxxxx or such Stockholder that, encumbrances and security interestsif adversely decided or resolved, except (if applicable) such encumbrances or other items that do not would reasonably be expected to adversely affect in any respect the ability of such Stockholder to perform such Stockholder’s perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time under this Agreement is in effect any material respect. (g) Dx. Xxxxxxxx and each Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Longview Parties and (ii) it has been furnished with or any postponement or adjournment thereof, given access to such Stockholder will have, sole voting power documents and information about the Longview Parties and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to all the execution, delivery and performance of this Agreement, the Owned Shares of such Stockholderother Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (fh) Such Stockholder understands In entering into this Agreement and acknowledges that the obligations of Terra BDC to effect the Merger and to consummate the other Ancillary Documents to which it is or will be a party, each Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of any Longview Party (including, for the avoidance of doubt, none of the representations or warranties of any Longview Party set forth in the Business Combination Agreement or any other Ancillary Document), any Longview Non-Party Affiliate or any other Person, either express or implied, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the Longview Parties, any Longview Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is or will be a party or the transactions contemplated by the Merger Agreement are subject to the execution and delivery by such Stockholder of this Agreementhereby or thereby.

Stockholder Representations and Warranties. Each of the Stockholders hereby Stockholder (and, if applicable, his or her Spouse) represents and warrants as of the date hereof to Terra REIT as followsAcquiror, Merger Sub 1, and Merger Sub 2 (solely with respect to Stockholder and not with respect to any other stockholder of the Company) that: (ai) Such Stockholder (and, if applicable, his or her Spouse) has all necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if Stockholder is a natural person, Stockholder has full the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform its Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. hereunder; (bii) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by such Stockholder and the consummation of the transactions contemplated hereby (and, if applicable, his or her Spouse) have been duly and validly authorized by all necessary action on the part of such Stockholder; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by such Stockholder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in a violation of, if Stockholder is an entity, the organizational documents of Stockholder or such Stockholder’s Affiliates; (iv) the execution and delivery of this Agreement does not, and the performance by Stockholder (and, if applicable, his or her Spouse) of Stockholder’s obligations hereunder will not result in the creation or imposition of any Lien upon the Subject Securities; or (v) where applicable, any Person executing this Agreement on behalf of Stockholder has full power and authority to execute and deliver this Agreement on behalf of Stockholder and to thereby bind Stockholder. (b) Stockholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with the terms set forth herein (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and Stockholder (together with his or her spouse if such Stockholder is married and the Stockholder’s Subject Securities constitute community property under applicable Law (such Stockholder’s spouse, a “Spouse”)) is the record and beneficial owner of, and has good and valid title, to, all of the Subject Securities, and there exist no Liens or any other actions limitation or proceedings restriction (including any restriction on the part right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to the Company Shareholder Agreement or any restrictions on transfer arising under applicable securities laws or any pledge or collateral arrangement that does not restrict the Stockholder from transferring the Subject Securities free and clear of all liens and encumbrances in connection with the Closing. Stockholder (and, if applicable, his or her Spouse) has the sole right to vote the Subject Securities, and, none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the Company Shareholder Agreement or any restrictions on transfer arising under applicable securities laws. The Subject Securities are the only Equity Securities in the Company owned of record or beneficially by such Stockholder (and, if applicable, his or her Spouse) on the date hereof, and except as set forth on Schedule A hereto, Stockholder does not: (i) own beneficially or of record, have the right to acquire, or have any other interest in any Equity Securities of the Company or its Subsidiaries, or any rights to acquire, or any securities that are necessary convertible into, any of the foregoing; or (ii) have any voting rights with respect to authorize any Equity Securities of the Company, or any rights to acquire, or any securities convertible into any such voting rights. (c) As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. by this Agreement, (ca) Assuming due execution and delivery by Terra REITthere are no Actions pending or, this Agreement constitutes threatened against Stockholder or, to the valid and binding agreement knowledge of such Stockholder, enforceable against such any of its Affiliates and (b) neither Stockholder in accordance with nor any of its termsAffiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity. (d) The execution Stockholder understands and acknowledges that Acquiror, Merger Sub 1, and Merger Sub 2, are relying upon Stockholder’s execution, delivery and performance of this Agreement by such and upon the representations and warranties and covenants of Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, contained in the case of the Owned Shares of Terra JV, the 2020 Voting this Agreement. (e) On the date hereofNo agent, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholderbroker, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restrictioninvestment banker, claims, liens, encumbrances and security interests, except (if applicable) such encumbrances finder or other items that do not affect intermediary is or shall be entitled to any fee or commission or reimbursement of expenses from Acquiror, Merger Sub 1, Merger Sub 2, or the Company or any of their respective Affiliates in any respect the ability of such Stockholder to perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has, and at any Terra REIT Stockholder Meeting during the time this Agreement is in effect based upon any arrangement or any postponement agreement made by or adjournment thereof, such Stockholder will have, sole voting power with respect to all of the Owned Shares on behalf of such Stockholder. (f) Such None of the information supplied or to be supplied by Stockholder understands for inclusion or incorporation by reference in the Registration Statement / Proxy Statement and any amendment or supplement thereto will, at the time of the Acquiror Shareholders Meeting, 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. (g) Stockholder acknowledges that Stockholder is a sophisticated investor with respect to the obligations Stockholder’s Subject Securities and has adequate information concerning the business and financial condition of Terra BDC the Company to effect make an informed decision regarding the Merger and to consummate the other transactions contemplated by this Agreement and has, independently and without reliance upon Acquiror, the Merger Agreement are subject Company or any Affiliate of Acquiror and the Company, and based on such information as Stockholder has deemed appropriate, made Stockholder’s own analysis and decision to enter into this Agreement. Stockholder acknowledges that Stockholder has had the execution and delivery by such Stockholder of opportunity to seek independent legal advice prior to executing this Agreement. (h) Stockholder has received a copy of and has reviewed the Merger Agreement.