JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • November 25th, 2022 • CCP SBS Gp, LLC • Real estate
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of Indus Realty Trust, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any
LIMITED GUARANTEE OF CPREF II AIV II – A, L.P. CPREF II AIV II – B, L.P.Limited Guarantee • February 23rd, 2023 • CCP SBS Gp, LLC • Real estate • Maryland
LIMITED GUARANTEE, dated as of February 22, 2023 (this “Limited Guarantee”), by CPREF II AIV II – A, L.P., a Delaware limited partnership, and CPREF II AIV II – B, L.P., a Delaware limited partnership (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of INDUS Realty Trust, Inc., a Maryland corporation (the “Guaranteed Party”).
February 22, 2023 IR Parent, LLC c/o Centerbridge Partners, L.P. New York, NY 10152 c/o GIC Real Estate, Inc. New York, NY 10017 Re: Equity Financing Commitment Ladies and Gentlemen:Equity Financing Commitment • February 23rd, 2023 • CCP SBS Gp, LLC • Real estate • Maryland
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), and INDUS Realty Trust, Inc., a Maryland corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The persons listed on Schedule A hereto are collectively referred to herein as the “Investors.” This letter is being delivered by the Investors to Parent in connection with the execution of the Merger Agreement.
