Terra REIT to merge with Terra BDC; 0.595x conversion, closing Q3 2022

Terra Property Trust, Inc.

Each Terra BDC share exchanged for 0.595 shares of Terra REIT Class B common stock plus cash in lieu of fractional shares.
Existing Terra REIT stockholders to own ~80.2% of combined company; former Terra BDC holders ~19.8%.
Closing expected Q3 2022 subject to Terra BDC stockholder approval and customary conditions.
Termination fee of $2.6M payable by Terra BDC under specified circumstances ($1.1M within 60 days).
Combined company to keep name, management, and headquarters; board to have 6 directors (3 from each).

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