Terra Property Trust to acquire Terra Income Fund 6 in stock merger valued at $14.38 per share

Terra Property Trust, Inc.

Each Terra BDC share converts to 0.595 shares of Terra REIT Class B common plus cash for fractional shares at $14.38/share.
Terra REIT will increase authorized shares to 950M, designate Class A and Class B common, and convert existing shares to Class B.
Class B shares auto-convert to Class A in three tranches: 180, 365, and 545 days after initial Class A listing.
Terra BDC stockholders must approve merger; Terra REIT stockholders already approved charter amendment.
Termination fee of $2.6M payable by Terra BDC under certain circumstances, reduced to $1.1M in specified cases.

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