Material Agreement (Form 8-K)

Exchange Offers

On March 30, 2026, Terra Property Trust, Inc. (the "Company") completed its previously disclosed exchange offers (the "Exchange Offers"), pursuant to which the Company offered to exchange all validly tendered (i) unsecured 6.00% Senior Notes due June 30, 2026, issued by the Company (the "Company Notes") and (ii) unsecured 7.00% Senior Notes due March 31, 2026, issued by Terra Income Fund 6, LLC ("TIF6"), a wholly owned subsidiary of the Company (the "TIF6 Notes"), for new 7.00% Senior Secured Notes due March 31, 2029 of the Company (the "Exchange Notes").

The Exchange Offers expired at 5:00 p.m. New York City time, on March 26, 2026, and the final settlement of the Exchange Offers took place on March 30, 2026. On March 31, 2026, TIF6 repaid the remaining outstanding principal balance of the TIF6 Notes.

In connection with the Exchange Offers, the Company filed a registration statement on Form S-4 (File No. 333-293479) relating to the issuance of the Exchange Notes with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2026 (as amended from time to time, the "Registration Statement"), which was declared effective by the SEC on March 26, 2026. The Exchange Offers were made pursuant to the terms and conditions set forth in the Registration Statement, which contains a more comprehensive description of the Exchange Offers.

Indenture

As previously announced, $24,027,025 of the Company Notes and $1,550,975 of the TIF6 Notes were validly tendered and not withdrawn in the Exchange Offers. On March 30, 2026 (the "Issue Date"), the Company issued Exchange Notes with an aggregate principal balance of $25,578,000. The Exchange Notes were issued pursuant to an Indenture (the "Indenture"), dated March 30, 2026, by and between the Company and U.S. Bank Trust Company, National Association, in its capacity as trustee and collateral agent, a copy of which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.

The Exchange Notes are the senior secured obligations of the Company to the extent of the value of the Collateral (as defined below) securing the Exchange Notes, pari passu in right of payment with all of the Company's existing and future unsubordinated debt that is not expressly subordinated in right of payment to the Exchange Notes, senior in right of payment to any of the Company's existing and future debt that is expressly subordinated in right of payment to the Exchange Notes, effectively senior to the Company's existing and future debt that is unsecured or that is secured by a junior lien on the Collateral securing the Exchange Notes, in each case to the extent of the value of the Collateral securing the Exchange Notes, effectively subordinated to all of the Company's existing and future debt, guarantees and other liabilities (including trade payables) that are secured by liens on assets that do not constitute a part of the Collateral securing the Exchange Notes to the extent of the value of such assets securing such debt and other liabilities, and structurally subordinated to all existing and future debt and other liabilities (including trade payables) of any existing and future subsidiaries of the Company's. Subject to certain exceptions, the Exchange Notes will be secured by a perfected security interest in the Collateral.

As of the Issue Date, the Exchange Notes were not guaranteed by any of the Company's subsidiaries. Subject to certain exceptions, the Exchange Notes are secured by perfected liens granted by the Company on certain equity interests in the Company's subsidiaries held by the Company from time to time, as more fully described in the Registration Statement. Subject to certain exceptions described in the Registration Statement, the Company will initially grant liens in the following (collectively with any liens on additional collateral that are granted by the Company from time to time, the "Collateral"): the equity interests the Company holds in (i) Boundary Pref LLC, (ii) Howell Lendco LLC, (iii) Maspen MS I LLC, (iv) Royaltree Lendco, LLC, (v) Terra 370 Lex, LLC, (vi) Terra Driggs, LLC, (vii) Terra Walnut Development, LLC, (viii) Vaspen MS I LLC, (ix) XS Maple LLC, (x) Terra Industrial LLC, (xi) MCM Maxx, LLC, (xii) Terra Mortgage Portfolio I, LLC, (xiii) Terra Mortgage Portfolio II, LLC, (xiv) Fund Financing, LLC, (xv) TPT Special Subsidiary, LLC, (xvi) University Park Lendco, LLC, (xvii) Peachtree Lendco LLC and (xviii) Wonder. However, the Indenture permits the Company to release the liens on any Collateral securing the Exchange Notes, if: (i) no event of default shall have occurred and be continuing; (ii) the Company maintains a Collateral Coverage Ratio (as defined in the Indenture) of not less than 1.35 to 1.00 (calculated on a pro forma basis, as if the release of such Collateral had occurred on the last day of the most recent fiscal quarter for which financial information in respect thereof is available); and (iii) certain other requirements are met as further described in the Indenture and Security Documents (as defined in the Indenture).