Terra Capital Partners

Enterprise Value used to calculate the Advisor's 15% promote (Conversion Product) is determined in good faith by the Board including a majority of Independent Directors, but the Advisor has standing to dispute and trigger an arbitration-style appraisal process, with costs split evenly between the Corporation and the Advisor. The Convertible Share holder (Advisor) has limited but specific rights to contest the Board's Enterprise Value determination.

“If the holder of Convertible Shares disagrees as to the Enterprise Value as determined by the Board, then each of the holder of Convertible Shares and the Corporation shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Enterprise Value shall be final and binding on the parties as to Enterprise Value. The cost of any appraisal shall be split evenly between the Corporation and the Advisor.”

The Dealer Manager is Terra Securities, LLC, an Affiliate of the Corporation, creating a related-party conflict in the distribution of shares and payment of selling commissions.

“Dealer Manager . The term 'Dealer Manager' shall mean Terra Securities, LLC, an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.”