LIMITED GUARANTEE OF CPREF II AIV II – A, L.P. CPREF II AIV II – B, L.P.CCP SBS Gp, LLC • February 23rd, 2023 • 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:CCP SBS Gp, LLC • February 23rd, 2023 • 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.
