AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023Merger Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2023 (this “Agreement”), by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (“Parent”), Maverick Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Terra Property Trust, Inc., a Maryland corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholders”, and each, a “Stockholder”).
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof, Terra Property Trust, Inc., a Maryland corporation (“TPT”). The Company, the Manager and TPT are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Prior Management Agreement or the Merger Agreement (each as defined below), as the case may be.
June 27, 2023Commitment Letter • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleased to offer the Commitment (as defined below) set forth in this letter agreement to Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”). This letter agreement is subject to the conditions set forth herein in anticipation of the completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among the Company, Maverick Merger Sub, LLC, a Maryland limited liability company, and TPT. Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”). The Company, TPT and the Manager are collectively referred to herein as the “Parties” and each as a “Party.”
