0000885508-22-000018 Sample Contracts

Severance and Change of Control Agreement
Severance and Change of Control Agreement • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries)

This Severance and Change of Control Agreement (the “Agreement”) between Stratus Properties Inc., a Delaware corporation, and Erin D. Pickens (the “Executive”) is dated effective as of April 1, 2022 (the “Agreement Date”).

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GUARANTY
Guaranty • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries)

This GUARANTY (“Guaranty”) is executed as of December 6, 2018, by STRATUS PROPERTIES INC., a Delaware corporation (“Guarantor”), for the benefit of COMERICA BANK (“Lender”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

This Membership Interest Purchase Agreement (this “Agreement”) is made by and between STRATUS BLOCK 21 INVESTMENTS, L.P., a Texas limited partnership (“Seller”), and RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

THIS AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made by and between STRATUS BLOCK 21, L.L.C., a Delaware limited liability company, formerly known as CJUF II STRATUS BLOCK 21, LLC (“Seller”), and RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

GUARANTY
Guaranty • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

THIS GUARANTY (this "Guaranty") is executed as of January 5, 2016 by STRATUS PROPERTIES INC., a Delaware corporation (together with any permitted successors and assigns, "Guarantor"), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, "Lender").

GUARANTY
Guaranty • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

THIS GUARANTY (this “Guaranty”) is executed to be effective as of June 2, 2021, by STRATUS PROPERTIES INC., a Delaware corporation (the “Guarantor”) for the benefit of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders described in the Loan Agreement (together with its successors and assigns, being hereinafter referred to as “Agent”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries)

THIS LOAN MODIFICATION AGREEMENT (this “Modification”) is entered into effective January 13, 2022 (the “Effective Date”), by and between SOUTHSIDE BANK, a Texas state bank ("Lender") and LANTANA PLACE, L.L.C., a Texas limited liability company ("Borrower").

GUARANTY OF RECOURSE OBLIGATIONS
Guaranty of Recourse Obligations • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas

THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”), dated as of June 17, 2021, is made by STRATUS PROPERTIES INC., a Delaware corporation (whether one or more collectively referred to as “Guarantor”), for the benefit of REGIONS BANK, an Alabama state banking corporation (together with its successors and assigns, “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2022 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Texas
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