0001674356-20-000007 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 2, 2020 (the “Effective Date”), by and among Terra Property Trust, Inc., a Maryland corporation (the “Company”), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the “Contributor”) and Terra Secured Income Fund 5 International, a Cayman exempted company (the “Fund”).

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STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware

THIS STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA JV, LLC, a Delaware limited liability company (the "Parent"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").

AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware

THIS VOTING AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("TSIF 5"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), Terra JV, LLC, a Delaware limited liability company (the "Parent") and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA").

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