0001104659-19-060558 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 • November 6th, 2019 • Terra Property Trust, Inc. • 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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AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN TERRA PROPERTY TRUST, INC. AND TERRA REIT ADVISORS, LLC
Management Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement") is made this 8th 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").

VOTING AGREEMENT
Voting Agreement • November 6th, 2019 • Terra Property Trust, Inc. • 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").

Contract
Contribution Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts

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").

Contract
Contribution Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • 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").

GUARANTEE AGREEMENT
Guarantee Agreement • November 6th, 2019 • Terra Property Trust, Inc. • 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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