Terra Secured Income Fund 5, LLC Sample Contracts

UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT between TERRA MORTGAGE CAPITAL I, LLC, as Seller, and GOLDMAN SACHS BANK USA, as Buyer Dated: December 12, 2018
Master Repurchase Agreement • December 18th, 2018 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Agreement”), dated as of December 12, 2018 by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”), and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 2, 2020 (the “Effective Date”), by and among Terra Property Trust, Inc., a Maryland corporation (the “Company”), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the “Contributor”) and Terra Secured Income Fund 5 International, a Cayman exempted company (the “Fund”).

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TERRA SECURED INCOME FUND 5, LLC TERRA SECURED INCOME FUND 3 MERGER SUB, LLC AND TERRA SECURED INCOME FUND 3, LLC AGREEMENT AND PLAN OF MERGER CONTENTS
Merger Agreement • April 28th, 2017 • Terra Secured Income Fund 5, LLC • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of January 1, 2016, by and among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company (the "Combined Company"), TERRA SECURED INCOME FUND 3 MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Combined Company (the " Merger Sub"), Terra Secured Income Fund 3, LLC, a Delaware limited liability company (the "Terra Fund"), and Terra Capital Advisors, LLC, a Delaware limited liability company and the manager of the Terra Fund (in such capacity, the "Terra Fund Manager") and the Combined Company (in such capacity, the "Manager").

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TERRA MORTGAGE CAPITAL I, LLC
Indenture and Credit Agreement • September 17th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

INDENTURE AND CREDIT AGREEMENT, dated as of September 3, 2020, by and among Terra Mortgage Capital I, LLC, a limited liability company formed under the laws of Delaware (the “Issuer”), Wells Fargo Bank, National Association, a national banking association, as note administrator, paying agent, calculation agent, transfer agent and note registrar (in all of the foregoing capacities, the “Note Administrator”), Wells Fargo Bank, National Association, a national banking association, as trustee (in such capacity, “Trustee”), Wells Fargo Bank, National Association, a national banking association, as custodian (in such capacity, the “Custodian”), Wells Fargo Bank, National Association, a national banking association, as collateral agent (in such capacity, the “Collateral Agent”), Wells Fargo Bank, National Association, a national banking association, as loan agent (in such capacity, the “Loan Agent”), and Goldman Sachs Bank USA, a New York state charted bank, as Class A lender (the initial “Cl

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BUSINESS LOAN AND SECURITY AGREEMENT (REVOLVING LINE OF CREDIT)
Business Loan and Security Agreement • March 19th, 2021 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Arizona

This Business Loan and Security Agreement (Revolving Line of Credit) (this “Agreement”) is made as of March 12, 2021, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (the “Borrower”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on the other hand:

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AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN
Management Agreement • May 11th, 2018 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement") is made this 8 th day of February, 2018, by and between TERRA PROPERTY TRUST, INC., a Maryland corporation (the "Company"), and TERRA REIT ADVISORS, LLC, a Delaware limited liability company (the "Manager").

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AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENT
Contribution and Repurchase Agreement • November 13th, 2019 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENT (this "Agreement") made as of November 13, 2019, by and between Terra Property Trust, Inc., a Maryland corporation (the "Company"), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the "Purchaser") and Terra International Fund 3, L.P., a Cayman exempted limited partnership (the "Fund").

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VOTING AGREEMENT
Voting Agreement • May 11th, 2018 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Delaware

THIS VOTING AGREEMENT (this "Agreement"), dated as of February 8, 2018, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company (the "Fund"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA").

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Contract
Contribution Agreement • April 28th, 2017 • Terra Secured Income Fund 5, LLC

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT (this "Amendment No. 1") is made and entered into as of December 31, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company ("Terra Fund 3"), TERRA SECURED INCOME FUND 4, LLC, a Delaware limited liability company ("Terra Fund 4"), TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("Terra Fund 5" and together with Terra Fund 1, Terra Fund 2, Terra Fund 3, and Terra Fund 4, the "Contributors"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").

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STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Delaware

THIS STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA JV, LLC, a Delaware limited liability company (the "Parent"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").

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AGREEMENT AND PLAN OF MERGER by and among TERRA PROPERTY TRUST, INC., TERRA PROPERTY TRUST 2, INC., and TERRA SECURED INCOME FUND 7, LLC dated as of February 28, 2020
Merger Agreement • March 5th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

This AGREEMENT AND PLAN OF MERGER (“Agreement”) is dated as of February 28, 2020 by and among Terra Property Trust, Inc., a Maryland corporation (“TPT”), Terra Property Trust 2, Inc., a Maryland corporation (“TPT 2”), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“TSIF7”) (each, a “party” and together, the “parties”).

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LIMITED GUARANTY
Limited Guaranty • March 19th, 2021 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Arizona

THIS LIMITED GUARANTY (“Guaranty”) is made as of March 12, 2021, by TERRA PROPERTY TRUST, INC., a Maryland corporation (the “Guarantor”), whose address is set forth below, in favor of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), whose address is set forth below.

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AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Delaware

THIS VOTING AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("TSIF 5"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), Terra JV, LLC, a Delaware limited liability company (the "Parent") and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA").

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Contract
Contribution Agreement • April 28th, 2017 • Terra Secured Income Fund 5, LLC • Maryland

THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of January 1, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company ("Terra Fund 3"), TERRA SECURED INCOME FUND 4, LLC, a Delaware limited liability company ("Terra Fund 4"), TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("Terra Fund 5" and together with Terra Fund 1, Terra Fund 2, Terra Fund 3, and Terra Fund 4, the "Contributors"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").

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GUARANTEE AGREEMENT
Guarantee Agreement • December 18th, 2018 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS GUARANTEE AGREEMENT, dated as of December 12, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”).

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TERRA JV, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Delaware

This Amended and Restated Limited Liability Company Agreement (this "Agreement") is made and entered into as of March 2, 2020, by and among Terra Secured Income Fund 5, LLC, a Delaware limited liability company ("Fund 5"), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company ("Fund 7"), as managing members (together, the "Managers") and the other members listed on Exhibit A hereto from time to time (together with the Managers, the "Members").

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OPERATING AGREEMENT OF TERRA SECURED INCOME FUND 5, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRA SECURED INCOME FUND 5, LLC
Operating Agreement • April 28th, 2017 • Terra Secured Income Fund 5, LLC • Delaware

This Amended and Restated Limited Liability Company Agreement, effective as of January 1, 2016, is entered into among the undersigned parties on the following terms and conditions.

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TERRA JV CONTRIBUTION AGREEMENT
Contribution Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (this "Agreement") is dated as of this 2nd day of March, 2019 (the "Effective Date"), by and between TERRA SECURED INCOME FUND 7, LLC, a Delaware limited liability company (the "Contributor"), and TERRA JV, LLC, a Delaware limited liability company ("Terra JV").

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FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRA SECURED INCOME FUND 5, LLC
Limited Liability Company Agreement • December 21st, 2023 • Terra Secured Income Fund 5, LLC • Real estate investment trusts

This First Amendment to the Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Terra Secured Income Fund 5, LLC, a Delaware limited liability company (the “Company”), dated December 20, 2023, is entered into by Terra Fund Advisors, LLC (the “Manager”). All capitalized terms used and not otherwise defined herein shall the meaning given to such terms in the Amended and Restated Limited Liability Company Agreement of the Company (as amended hereby, the “Agreement”).

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