SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole Voting Power

0

Shared Voting Power

750,779

Sole Dispositive Power

0

Shared Dispositive Power

750,779

0001193125-23-046810.txt : 20230223 0001193125-23-046810.hdr.sgml : 20230223 20230223172217 ACCESSION NUMBER: 0001193125-23-046810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230223 DATE AS OF CHANGE: 20230223 GROUP MEMBERS: CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P. GROUP MEMBERS: CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P. GROUP MEMBERS: CPREF II AIV II - A, L.P. GROUP MEMBERS: CPREF II AIV II - B, L.P. GROUP MEMBERS: CPREF II CAYMAN GP LTD. GROUP MEMBERS: JEFFREY ARONSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUS REALTY TRUST, INC. CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 060868486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51253 FILM NUMBER: 23661098 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN INDUSTRIAL REALTY, INC. DATE OF NAME CHANGE: 20150515 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN LAND & NURSERIES INC DATE OF NAME CHANGE: 19970408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CCP SBS GP, LLC CENTRAL INDEX KEY: 0001667831 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CENTERBRIDGE PARTNERS, L.P. STREET 2: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2126725000 MAIL ADDRESS: STREET 1: C/O CENTERBRIDGE PARTNERS, L.P. STREET 2: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 d468917dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Indus Realty Trust, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

45580R103

(CUSIP Number)

Susanne V. Clark

Senior Managing Director and General Counsel

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

(212) 672-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Gregory J. Ressa

Atif I. Azher

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, NY 10017

(212) 455-2000

February 22, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO. 45580R103


1.		Names of Reporting Persons. CPREF II AIV II - A, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. CPREF II AIV II - B, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. Centerbridge Partners Real Estate Fund SBS II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. Centerbridge Partners Real Estate Associates II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. CPREF II Cayman GP Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. CCP SBS GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

CUSIP NO. 45580R103


1.		Names of Reporting Persons. Jeffrey Aronson
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

*	Based on 10,194,445 shares of Common Stock of the Issuer issued and outstanding as of February 17, 2023 as reported in Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 22, 2023.

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Common Stock, $0.01 par value per share (“Common Stock”) of INDUS Realty Trust, Inc., a Maryland corporation (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed on November 25, 2022, as amended by Amendment No. 1 filed on November 28, 2022 (as so amended, the “Schedule 13D”). Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. The principal offices of the Issuer are located at 641 Lexington Avenue, New York, NY 10022. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed, the Reporting Persons determined to explore possible strategic transactions involving the Issuer, including pursuing a proposal to acquire the outstanding shares of Common Stock not currently held by the Reporting Persons.

Merger Agreement

On February 22, 2023, the Issuer, IR Parent, LLC, a Delaware limited liability company (“Parent”), and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Issuer (the “Merger”). Upon completion of the Merger, the Issuer will survive as a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub will cease. The Merger and the other transactions contemplated by the Merger Agreement were approved and declared advisable by the board of directors of the Issuer (the “Issuer Board”). The Parent Parties are affiliates of the Reporting Persons and GIC Real Estate, Inc. (together, the “Sponsors”). If the Merger is consummated, the Issuer would cease to be a publicly traded company and the Common Stock would become delisted from The Nasdaq Stock Market.

Merger Consideration

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Merger Effective Time”), each share of Common Stock that is issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $67.00 per share (the “Merger Consideration”), without interest. The Merger Consideration will also be increased by an amount per share of Common Stock, in cash (rounded to the nearest whole cent), if any, equal to the sum of (1) the cash amount per share of Common Stock equal to the most recently declared regular quarterly cash dividend of the Issuer permitted by the terms of the Merger Agreement as of the date prior to the closing date of the Merger (the “Closing Date” and such dividend, the “Final Dividend”), if the record date for the Final Dividend is after the closing of the Merger, plus (2)(A) the cash amount per share of Common Stock equal to the Final Dividend, multiplied by (B)(I) the number of days between the first day following the end of the quarterly period for which the Final Dividend was declared, if any, and the day prior to the Closing Date, divided by (C) 90, rounded to the nearest whole cent, without duplication for any period.

Each issued and outstanding share of Common Stock held by the Parent Parties or any of their respective affiliates, including the Reporting Persons, that are issued and outstanding as of the Merger Effective Time will be unaffected by the Merger (and no consideration will be paid, nor will any right inure or be made with respect to such shares of Common Stock in connection with or as a consequence of the Merger) and will remain issued and outstanding as one share of common stock of the entity surviving the Merger.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, immediately prior to the Merger Effective Time, the outstanding warrant to purchase Common Stock (the “Warrant”) will be automatically cancelled and terminated and converted into the right to receive from the entity surviving the Merger (the “Surviving Entity”) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Merger Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant, less any applicable withholding taxes; provided, however, that in the event the applicable per share exercise price of the Warrant is greater than the Merger Consideration, the Warrant will be cancelled without consideration.

Issuer Compensatory Awards

The Issuer’s outstanding compensatory awards, including options to purchase shares of Common Stock, awards of restricted stock units with respect to Common Stock and awards of performance-based vesting restricted stock units with respect to Common Stock, will be treated pursuant to the terms of the Merger Agreement. The Issuer’s Long-Term Incentive Plans (as defined in the Merger Agreement) will be terminated effective as of the Merger Effective Time, subject to the consummation of the Merger.

Closing Conditions

The consummation of the Merger is subject to certain closing conditions, including, among others, the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger (the “Stockholder Approval”), the clearance by the Committee on Foreign Investment in the United States and the approval by the European Commission under Council Regulation (EC) No. 139/2004 (as amended). The obligations of the parties to consummate the Merger are not subject to any financing condition or the receipt of any financing by the Parent Parties. The Merger Agreement provides that, unless Parent otherwise agrees in writing, the closing of the Merger will not occur prior to May 23, 2023.

Representations, Warranties and Covenants

The Merger Agreement contains representations, warranties and covenants, including, among others, covenants by the Issuer to conduct its business in the ordinary course consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Merger. The Merger Agreement also requires the Issuer to convene and hold a stockholders’ meeting for the purpose of obtaining the Stockholder Approval (as defined in the Merger Agreement).

Prohibition on Solicitations of Transactions

The Issuer has agreed to immediately cease any activities, solicitations, discussions, or negotiations with any person with respect to any Competing Proposal or Inquiry (each as defined in the Merger Agreement) and not, directly or indirectly, to solicit, initiate, provide any non-public information in response to, or knowingly facilitate any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, a Competing Proposal or enter into any Alternative Acquisition Agreement (as defined in the Merger Agreement). Prior to obtaining Stockholder Approval, the Issuer may, upon receipt of a bona fide written Competing Proposal that constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined in the Merger Agreement), participate or engage in discussions or negotiations with, or furnish information relating to any of the Acquired Companies to, a person or group of persons making such a Competing Proposal.

Prior to obtaining the Stockholder Approval, the Issuer Board may, in certain circumstances, effect an Adverse Recommendation Change (as defined in the Merger Agreement) and/or terminate the Merger Agreement, subject to complying with specified notice requirements to Parent and other conditions set forth in the Merger Agreement, including paying an Issuer Termination Fee (defined below) in specified circumstances, as described below.

Termination of the Merger Agreement; Termination Payment

The Merger Agreement contains termination rights, including the right of either party to terminate the Merger Agreement if the Merger has not been completed by 11:59 p.m. (Eastern time) on November 22, 2023 (the “Outside Date”), if any Governmental Authority of competent jurisdiction has issued a final, non-appealable order permanently restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, or the Stockholder

Approval has not been obtained upon a vote taken at the stockholders’ meeting or any adjournment or postponement thereof. The Merger Agreement also may be terminated by the Issuer under certain circumstances, including if, prior to obtaining the Stockholder Approval and after following certain procedures and adhering to certain restrictions, the Issuer Board effects an Adverse Recommendation Change in connection with a Superior Proposal and the Issuer pays the Parent the Issuer Termination Payment or due to certain uncured material breaches of the Merger Agreement by Parent. In addition, Parent may terminate the Merger Agreement under certain circumstances and subject to certain restrictions, including if, prior to obtaining the Stockholder Approval, the Issuer Board effects an Adverse Recommendation Change or due to certain uncured material breaches of the Merger Agreement by the Issuer.

In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Issuer will be required to pay Parent a termination fee of $24.4 million (the “Issuer Termination Payment”), including if Parent terminates the Merger Agreement after the Issuer Board makes an Adverse Recommendation Change or if the Issuer terminates the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal.

In addition, in certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, Parent will be required to pay the Issuer a termination fee of $62.8 million (the “Parent Termination Payment”) upon termination of the Merger Agreement, including if the Issuer terminates the Merger Agreement as a result of an uncured material breach of the Merger Agreement by the Parent Parties, or as a result of the Parent Parties’ failure to close when otherwise obligated pursuant to the Merger Agreement.

Dividends

Pursuant to the terms of the Merger Agreement, the Issuer may declare and pay regular quarterly dividends for the first and second quarters of fiscal year 2023, in each case, subject to certain limitations. Thereafter, the Issuer may not pay dividends, except as necessary to preserve its tax status as a real estate investment trust or to avoid the imposition of income or excise taxes, subject to certain limitations.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit C hereto and is incorporated by reference herein. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those under applicable securities laws. Stockholders should not rely on the representations, warranties, covenants and agreements contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Parent Parties or any of their respective affiliates or businesses.

Voting and Support Agreements

Concurrently with the execution and delivery of the Merger Agreement, (i) each of Michael Gamzon, Rebecca Gamzon, Frederick M. Danziger, and Lucy C. Danziger, in their individual capacities and as trustees of certain trusts named therein (collectively, the “C&E Stockholders”) entered into separate voting and support agreements (the “C&E Voting and Support Agreements”) with Parent, and (ii) Conversant Capital, LLC and certain of its affiliates (the “Conversant Stockholders” and together with the C&E Stockholders, the “Subject Stockholders”) entered into a voting and support agreement (the “Conversant Voting and Support Agreement” and together with the C&E Voting and Support Agreements, the “Voting and Support Agreements”) with Parent.

Pursuant to the terms of the Voting and Support Agreements, each C&E Stockholder agreed, among other things, to vote certain issued and outstanding Common Stock currently beneficially owned or thereafter acquired by such C&E Stockholder, and each Conversant Stockholder agreed, among other things, to vote all issued and outstanding Common Stock currently beneficially owned or thereafter acquired by such Conversant Stockholder (i) in favor of (A) the approval of the Merger and any other matters necessary or reasonably requested by Parent for the

consummation of the Merger and the other transactions contemplated thereby and (B) any proposal to adjourn or postpone such meeting of stockholders of the Issuer to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement, and (ii) against (A) any Competing Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, and (B) any action which would reasonably be expected to prevent, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, in each case, subject to the limitations set forth in the applicable Voting and Support Agreement.

As of the date hereof, the Common Stock currently beneficially owned and subject to the C&E Voting and Support Agreements represents, in the aggregate, approximately 6.7% of the outstanding shares of Common Stock, and the Common Stock currently beneficially owned and subject to the Conversant Voting and Support Agreement represents, in the aggregate, approximately 10.3% of the outstanding shares of Common Stock.

Subject to certain exceptions, each Voting and Support Agreement prohibits certain transfers by the Subject Stockholders of any of the shares of Common Stock subject to such Voting and Support Agreement prior to the Stockholder Approval and certain other actions that would impair the ability of the Subject Stockholders to fulfill their respective obligations under their respective Voting and Support Agreement. The Voting and Support Agreements also contain non-solicitation covenants with respect to alternative transactions generally similar to those contained in the Merger Agreement with respect to the Issuer.

Each Voting and Support Agreement terminates automatically on the earliest to occur of (i) the Merger Effective Time, (ii) the delivery of written notice by the Issuer to Parent of an Adverse Recommendation Change (as defined in the Merger Agreement) made in compliance with the Merger Agreement, (iii) certain amendments or waivers of the Merger Agreement without such Subject Stockholder’s prior consent, (iv) the termination of the Merger Agreement and (v) mutual written consent of the parties to such Voting and Support Agreement.

The foregoing description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of, in the case of the C&E Voting and Support Agreements, the form of voting and support agreement, which is filed as Exhibit D hereto and incorporated herein by reference, and, in the case of the Conversant Voting and Support Agreement, the Conversant Voting and Support Agreement, which is filed as Exhibit E hereto and incorporated herein by reference.

Equity Commitment Letter

Certain entities affiliated with the Reporting Persons have committed to fund Parent and/or Merger Sub, prior to or substantially concurrently with the closing of the Merger, with aggregate equity contributions in an amount equal to $527 million, subject to the terms and conditions set forth in such equity commitment letter, dated as of February 22, 2023 (such equity commitment letter, the “Equity Commitment Letter”).

The aggregate proceeds of the Equity Commitment Letter, together with the aggregate proceeds from an equity commitment letter provided by an entity affiliated with GIC Real Estate, Inc., will be sufficient for Parent and/or Merger Sub to pay all amounts the Parent Parties may be obligated to pay pursuant to the Merger Agreement or the Merger, including the aggregate Merger Consideration and all related fees and expenses.

The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Commitment Letter, which is filed as Exhibit F hereto and incorporated herein by reference.

Limited Guarantee

In addition, certain affiliates of the Reporting Persons have entered into a limited guarantee for certain other payment obligations of the Parent Parties under the Merger Agreement in favor of the Issuer (such limited guarantee, the “Limited Guarantee”), up to approximately $37.7 million, subject to the terms and conditions of the such limited guarantee.

The foregoing description of the Limited Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Guarantee, which is filed as Exhibit G hereto and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

Item 7. Materials to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by inserting the following exhibits:

Agreement and Plan of Merger, dated as of February 22, 2023, by and among IR Parent, LLC, IR Merger Sub II, Inc. and INDUS Realty Trust, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of INDUS Realty Trust, Inc. filed with the Securities and Exchange Commission on February 22, 2023 (Commission File No. 1-12879)).

D.	Form of C&E Voting and Support Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of INDUS Realty Trust, Inc. filed with the Securities and Exchange Commission on February 22, 2023 (Commission File No. 1-12879)).

Conversant Voting and Support Agreement, dated as of February 22, 2023, by and among IR Parent LLC, CM Change Industrial LP and CM Change Industrial II LP (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of INDUS Realty Trust, Inc. filed with the Securities and Exchange Commission on February 22, 2023 (Commission File No. 1-12879)).

F.	Equity Commitment Letter, dated as of February 22, 2023, by and among IR Parent, LLC, IR Merger Sub II, Inc. and INDUS Realty Trust, Inc.

G.	Limited Guarantee, dated as of February 22, 2023, by and among CPREF II AIV II – A, L.P., CPREF II AIV II – B, L.P. and INDUS Realty Trust, Inc.

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 23, 2023


CPREF II AIV II – A, L.P.
By: Centerbridge Partners Real Estate Associates II, L.P., its general partner
By: CPREF II Cayman GP Ltd., its general partner

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory

CPREF II AIV II – B, L.P.
By: Centerbridge Partners Real Estate Associates II, L.P., its general partner
By: CPREF II Cayman GP Ltd., its general partner

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory

CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P.
By: CCP SBS GP, LLC, its general partner

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory

CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P.
By: CPREF II Cayman GP Ltd., its general partner

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory

CPREF II CAYMAN GP LTD.

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory


CCP SBS GP, LLC

By:		/s/ Susanne V. Clark
Name:		Susanne V. Clark
Title:		Authorized Signatory

JEFFREY H. ARONSON

/s/ Jeffrey H. Aronson

[Schedule 13D/A Signature Page]

EX-99.F 2 d468917dex99f.htm EX-99.F EX-99.F

Exhibit F

EXECUTION VERSION

February 22, 2023

IR Parent, LLC

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

c/o GIC Real Estate, Inc.

280 Park Avenue, 9^th Floor

New York, NY 10017

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), and INDUS Realty Trust, Inc., a Maryland corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The persons listed on Schedule A hereto are collectively referred to herein as the “Investors.” This letter is being delivered by the Investors to Parent in connection with the execution of the Merger Agreement.

1. Commitment. This letter confirms the several, and not joint or joint and several commitment of each of the Investors, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 3(a) to purchase) equity interests of Parent (the “Equity Interests”) (or otherwise provide funds to Parent) at or immediately prior to the Closing for an aggregate amount in the form of cash and/or shares of Company Common Stock (valued on a price per share equal to the Merger Consideration, and in which case, such shares of Company Common Stock shall be contributed to Parent immediately prior to the Closing), as determined by the Investors in their sole discretion, equal to the dollar commitment set forth next to such Investor’s name on Schedule A hereto (the “Commitment”) solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of that certain Equity Commitment Letter, dated as of the date hereof, by and between NA-RE Investment Holdings, LLC, a Delaware limited liability company (the “Other Investor”) and Parent of even date herewith (as amended from time to time, the “Other Equity Commitment Letter” and the commitment evidenced thereby, the “Other Equity Commitment”), to the extent necessary, any amounts required to be funded by Parent or Merger Sub pursuant to the Merger Agreement at the Closing, including for (a) the aggregate amounts to be paid pursuant to Sections 3.2(a) and 3.3(g) of the Merger Agreement, (b) amounts sufficient to repay or refinance any indebtedness of the Company and its Subsidiaries that is required to be repaid or refinanced in connection with the Closing and (c) the related expenses required to be paid by Parent or Merger Sub pursuant to the Merger Agreement, in each case in connection with the Merger and pursuant to and in accordance with

the Merger Agreement, it being understood that none of the Investors (or any of their respective assignees permitted by the terms of Section 3(a)) shall under any circumstances be obligated to purchase any equity interests of Parent (or otherwise provide funds to Parent) for an aggregate amount in excess of its respective Commitment or to make any other purchase of equity interests. The obligation of each Investor (together any assignee permitted by the terms of Section 3(a)) to fund its respective Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent and Merger Sub of all of the conditions to Parent’s and Merger Sub’s obligation to effect the Closing set forth in Sections 8.1 and 8.3 of the Merger Agreement (other than those conditions that by their nature cannot be satisfied other than at the Closing, but subject to the satisfaction or waiver of such conditions), (iii) the substantially simultaneous funding of the Other Equity Commitment pursuant to the Other Equity Commitment Letter (provided, that the failure of the condition in this clause (iii) to be satisfied shall not limit the ability of Parent or, subject to Section 5(b) hereof, the Company to enforce, or seek to enforce, the obligations of the Investors hereunder if either (A) Parent and/or the Company, as applicable, are also seeking enforcement of the obligations of the Other Investor if the Other Investor has not funded the Other Equity Commitment pursuant to the Other Equity Commitment Letter or (B) the Other Equity Commitment and the funding obligations set forth in the Other Equity Commitment Letter have already been funded or discharged or will be funded or discharged at the Closing if the Commitment is funded or discharged), and (iv) the substantially simultaneous consummation of the Closing, and (b) will occur, subject to the foregoing clause (a), substantially simultaneously with the Closing. The amount to be funded under this letter will be reduced in the manner designated by the Investors and the Other Investor (with the prior written consent of Parent) solely to the extent that Parent and Merger Sub do not require all of the funding with respect to which the Investors and the Other Investor have made their respective Commitments in order to consummate the transactions contemplated by the Merger Agreement.

2. Termination. Each Investor’s obligation to fund its Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Closing (but only if such obligation shall have been discharged in connection therewith), (b) the valid termination of the Merger Agreement pursuant to Article IX thereof and (c) the commencement of any action, suit or proceeding by the Company or any of its controlled Affiliates (or any Person claiming by, through or for the benefit of any of the foregoing) against any Non-Recourse Party (as defined in the Investor Limited Guarantees (as defined below)) relating to this letter, the Limited Guarantees (as defined below), the Merger Agreement or any of the transactions expressly provided hereby or thereby, in each case other than any action, suit or proceeding by the Company asserting any Retained Claim (as defined in the Investor Limited Guarantees). Upon termination of this letter, the Investors shall not have any further obligations or liabilities hereunder.

3. Assignment; Amendments and Waivers; Entire Agreement.

(a) The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of the other party hereto and the Other Investor, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, without requiring any such consent, an Investor may assign all or a portion of its obligations to fund its Commitment to one or more Affiliates or co-investors (who shall make their investment through an Affiliate of such Investor); provided, however, that any such assignment or transfer shall not relieve such Investor of its obligations under this letter (including its obligation to fund its full Commitment hereunder) except to the extent performed by such Affiliates or co-investors, as applicable. For the avoidance of doubt, no assignee shall, upon valid assignment, be deemed to be a Non-Recourse Party. Any attempted assignment in derogation of the foregoing shall be null and void and of no force or effect.

(b) This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto, the Company and the Other Investor. Any attempted amendment, waiver or modification of this letter that is not done in compliance with the previous sentence shall be null and void and of no force or effect. The Company and the Other Investor is hereby made an intended third party beneficiary of this Section 3(b) and may rely on and enforce the provisions of this Section 3(b).

(c) Together with the Merger Agreement, the Limited Guarantees, the Other Equity Commitment Letter, the Confidentiality Agreements and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

4. Third Party Beneficiaries. The Company is a third party beneficiary of this letter solely for purposes of Sections 1, 3(b) and 5(b). Except to the extent expressly set forth in this Section 4, Section 3(b), Sections 5(a) and (b) and Section 7, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and any assignees permitted by the terms of Section 3(a), and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and any assignees permitted by the terms of Section 3(a), any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitments or any provisions of this letter.

5. Limited Recourse; Enforcement.

(a) Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered contemporaneously herewith, Parent, by its acceptance of the benefits of the Commitments provided herein, covenants, agrees and acknowledges that no Person other than the Investors and their respective assignees permitted by the terms of Section 3(a)shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Investors or any of their respective assignees permitted by the terms of Section 3(a) may be a partnership, limited liability company or private limited company, it has no rights of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against any Non-Recourse Party (other than the Investors and their respective assignees permitted by the terms of Section 3(a)), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party (other than an Investor or such Investor’s assignees permitted by the terms of Section 3(a)) for any obligations of the Investors or any of their respective successors or assignees permitted by the terms of Section 3(a) under this letter or any documents or instrument delivered in connection

herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation. The Non-Recourse Parties are hereby made intended third party beneficiaries of this Section 5(a) and may rely on and enforce the provisions of this Section 5(a).

(b) Parent shall have no right to enforce this letter unless directed to do so by the Investors in their sole discretion or pursuant to the Company’s right to enforce this letter as a third party beneficiary as expressly set forth herein and none of Parent’s creditors shall have any right to enforce this letter or to cause Parent to enforce this letter; provided, however, that, subject to the terms and conditions of the Merger Agreement, including Section 10.10 of the Merger Agreement, the Company is hereby made an intended third party beneficiary of the rights granted Parent hereby solely for the purpose of directly enforcing the obligations of the Investors under this letter through an action for specific performance, solely to the extent that Parent is permitted to enforce the Commitment pursuant to the terms and conditions hereof and the Company is permitted to enforce, or cause Parent to enforce, the Commitment pursuant to (and subject to the limitations in) Section 10.10 of the Merger Agreement and for no other purpose (including, without limitation, any claim for monetary damages hereunder or thereunder). Subject to the proviso in Section 1, in no event shall this letter agreement or the funding obligations set forth herein be enforced by any Person in accordance with this letter agreement unless the Other Equity Commitment and the funding obligations set forth in the Other Equity Commitment Letter are being concurrently enforced by such Person (or have already been funded or discharged).

(c) Concurrently with the execution and delivery of this letter, (i) each Investor is executing and delivering to the Company a Limited Guarantee (each, as amended from time to time, an “Investor Limited Guarantee” and collectively, the “Investor Limited Guarantees”) relating to certain of Parent’s payment obligations under the Merger Agreement and (ii) the Other Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Other Investor Limited Guarantee” and collectively with the Investor Limited Guarantees, the “Limited Guarantees”) relating to certain of Parent’s payment obligations under the Merger Agreement. The Company’s remedies against the applicable Non-Recourse Parties with respect to any Retained Claim shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the Investors and the other Non-Recourse Parties for any liability, loss, damages or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising under or in connection with any liabilities or obligations arising under, or in connection with, the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the Merger to be consummated or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by an Investor’s breach of its obligations under this letter.

6. Representations and Warranties. Each Investor, severally and not jointly or jointly and severally, hereby represents and warrants, solely with respect to itself and not any other Person, that:

(a) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has the power and authority to execute, deliver and perform this letter;

(b) the execution, delivery and performance of this letter by such Investor have been duly authorized by all necessary corporate, partnership, private limited company or similar action, as the case may be, and do not contravene any provision of such Investor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law;

(c) except as may be required by the Exchange Act, the MGCL, or any applicable antitrust Laws, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter;

(d) assuming due execution and delivery of this letter by the other parties hereto and the Merger Agreement by the Company, this letter constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws of general applicability affecting or relating to creditors’ rights generally and (B) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law; and

(e) such Investor has the financial capability necessary to fulfill its Commitment.

7. Confidentiality. This letter shall be treated as confidential and is being provided to Parent, the Other Investor and the Company solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Investors; provided, that (x) no such written consent shall be required for disclosures by Parent or Merger Sub to the Company or the Other Investor so long as the Company and the Other Investor, as applicable, agree not to use, circulate, quote or otherwise refer to this letter except that Parent, Merger Sub, the Other Investor and the Company may disclose the existence or content of this letter to their respective Affiliates and its and their respective Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 7, (y) Parent, Merger Sub, the Investors, the Other Investor and the Company may disclose the existence or content of this letter to the extent required by Law or the rules of any self-regulatory organization or securities exchange, including in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement and (z) no such written consent shall be required for a disclosure by the Investors, the Other Investor, Parent or Merger Sub to enforce their respective rights hereunder; provided, that for purposes of clause (y) and clause (z), to the extent permissible by Law, the disclosing party shall use its commercially reasonable efforts to give the non-disclosing parties prior notice of such disclosure and, upon any such other party’s request, shall use commercially reasonable efforts to obtain confidential treatment for the existence and terms of this letter.

8. Notices. All notices, requests, claims, consents, demands and other communications under this letter shall be in writing and shall be deemed to have been duly delivered and received hereunder (a) two (2) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service (with proof of delivery), or (c) immediately upon delivery by hand or email (provided, that, in the case of emails, if not a Business Day, then the next Business Day, and non-automatic confirmation of receipt (which shall not include “out of office” or other automatic replies) is given by the recipient or its counsel within one (1) Business Day), in each case, to the intended recipient as set forth below (or at such other address for a Party as shall be specified by like notice):

(a)

If to the Investors:

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

E-mail: legalnotices@centerbridge.com

with a copy (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: Atif I. Azher

Frederick De Albuquerque

E-mail: aazher@stblaw.com

fred.dealbuquerque@stblaw.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Gregory J. Ressa

Danielle C. Jackson

E-mail: gressa@stblaw.com

danielle.jackson@stblaw.com

(b)

If to Parent:

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

Attention: David Sukenik

E-mail: dsukenik@centerbridge.com

and

c/o GIC Real Estate, Inc.

280 Park Avenue, 9^th Floor

New York, NY 10017

Attention:

Samuel Fancher

Jesse Hom

E-mail:

samuelfancher@gic.com.sg

jessehom@gic.com.sg

with a copy (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention:

Atif I. Azher

Frederick De Albuquerque

E-mail:

aazher@stblaw.com

fred.dealbuquerque@stblaw.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention:

Gregory J. Ressa

Danielle C. Jackson

E-mail:

gressa@stblaw.com

danielle.jackson@stblaw.com

and

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention:

Blair Thetford, Esq.

E-mail:

blair.thetford@skadden.com

and

Skadden, Arps, Slate, Meagher & Flom LLP

155 N Upper Wacker Drive

Chicago, IL 60606

Attention:

Nancy Olson, Esq.

E-mail:

nancy.olson@skadden.com

or to such other address or addresses as the parties may from time to time designate in writing in accordance with this Section 8.

9. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This letter and all actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this letter, or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action arising out of or related to this letter or the transactions contained in or contemplated by this letter exclusively in the Circuit Court of Baltimore City, Maryland and/or the U.S. District Court for the District of Maryland (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 8, and (v) that is filed in a Maryland state court, agrees to jointly request an assignment to the Maryland Business and Technology Case Management Program.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER, OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(b).

10. Counterparts. This letter may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. The exchange of a fully executed letter (in counterparts or otherwise) by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this letter. Together with the Agreement and the Limited Guarantees, this letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investors or any of its Affiliates, on the one hand, and Parent or the Company or any of their respective Affiliates (other than the Investors), on the other, with respect to the transactions contemplated hereby.

[Remainder of page intentionally left blank]

Very truly yours,

INVESTOR

CPREF II AIV II – A, L.P.

By: Centerbridge Partners Real Estate Associates II, L.P., its General Partner

By: CPREF II Cayman GP Ltd., its General Partner



By:		/s/ Susanne V. Clark

Name: Susanne V. Clark

Title: Authorized Signatory

CPREF II AIV II – B, L.P.

By: Centerbridge Partners Real Estate Associates II, L.P., its General Partner

By: CPREF II Cayman GP Ltd., its General Partner


By:		/s/ Susanne V. Clark

Name: Susanne V. Clark

Title: Authorized Signatory

[Equity Commitment Letter (Centerbridge)]

Accepted and acknowledged:

PARENT

IR PARENT, LLC


By:		/s/ William D. Rahm
Name: William D. Rahm
Title: Authorized Signatory

[Equity Commitment Letter (Centerbridge)]

Schedule A

Commitments


Investor	Commitment
CPREF II AIV II – A, L.P.	$	263,520,000
CPREF II AIV II – B, L.P.	$	263,520,000
TOTAL	$	527,040,000

EX-99.G 3 d468917dex99g.htm EX-99.G EX-99.G

Exhibit G

EXECUTION VERSION

LIMITED GUARANTEE

CPREF II AIV II – A, L.P.

CPREF II AIV II – B, L.P.

LIMITED GUARANTEE, dated as of February 22, 2023 (this “Limited Guarantee”), by CPREF II AIV II – A, L.P., a Delaware limited partnership, and CPREF II AIV II – B, L.P., a Delaware limited partnership (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of INDUS Realty Trust, Inc., a Maryland corporation (the “Guaranteed Party”).

1. Limited Guarantee. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation (“Merger Sub”), and the Guaranteed Party, each Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Party, severally (and not jointly or jointly and severally), the due and punctual observance, performance and discharge of its applicable percentage (such percentage for each Guarantor as set forth opposite such Guarantor’s name on Schedule A hereto, its “Maximum Guarantor Percentage”) of 54.00% (the “Pro Rata Share”) of the payment obligations of Parent with respect to (i) the Parent Termination Payment when and only if the Parent Termination Payment becomes payable pursuant to Section 9.3(c) of the Merger Agreement, (ii) the Recovery Costs when and only if the Recovery Costs become payable pursuant to Section 9.3(c) of the Merger Agreement, and (iii) any amount that becomes payable by Parent to the Guaranteed Party pursuant to any final, binding and non-appealable determination of a court of competent jurisdiction in respect of any claim for monetary damages made by the Guaranteed Party in accordance with, and subject to the limitations in, Sections 9.2 and 9.3 of the Merger Agreement with respect to Parent’s or Merger Sub’s Willful Breach of the Merger Agreement or any fees or expenses that become due and payable by Parent or Merger Sub to the Guaranteed Party pursuant to and in accordance with Section 7.11 or Section 7.16(d) of the Merger Agreement, prior to the termination of the Merger Agreement, in each case of clauses (i), (ii) and (iii), subject to the limitations on liability contained in Section 10.10(c) of the Merger Agreement and the other conditions and limitations set forth in the Merger Agreement (clauses (i), (ii) and (iii), together, the “Obligation”); provided, that in no event shall each Guarantor’s maximum aggregate liability under this Limited Guarantee exceed such Guarantor’s Maximum Guarantor Percentage of the Pro Rata Share of $69,800,000 (such Pro Rata Share, the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap (and to the provisions of Section 8 and Section 9 hereof) and may be enforced for the payment of money only. The Guaranteed Party hereby agrees that in no event shall any Guarantor be required to pay any amount to the Guaranteed Party or any other Person under this Limited Guarantee or the Merger Agreement other than as expressly set forth herein (subject to such Guarantor’s Maximum Guarantor Percentage of the Cap). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee

and of the other guarantor (the “Other Guarantor”) under that certain Limited Guarantee of NA-RE Investment Holdings, LLC entered into on the date hereof in favor of the Guaranteed Party (the “Other Guarantor Limited Guarantee”) shall be several and not joint or joint and several. Subject to the terms hereof, including the last sentence of Section 3, the Guarantors shall make all payments hereunder free and clear of any deduction or offset of any kind. If Parent fails to discharge its Obligation when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of such Obligation or operated as a discharge thereof), the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to perform any of its Obligation, take any and all actions available hereunder or under applicable Law in accordance with the terms of this Limited Guarantee to enforce the obligations of the Guarantors hereunder in respect of such Obligation, subject to the terms of this Limited Guarantee, including the Cap. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

2. Nature of Guarantee. Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from those certain letters dated as of the date hereof between the Guarantors and Parent and the Other Guarantor and Parent, respectively (the “Equity Commitment Letters”). Each Guarantor’s obligations under this Limited Guarantee are in no way conditioned upon any requirement that the Guaranteed Party proceed first against Parent before proceeding against any Guarantor hereunder, or otherwise exhaust any or all of the Guaranteed Party’s rights against Parent for any of the Obligation. The Guaranteed Party shall not be obligated to file any claim relating to the Obligation against Parent or Merger Sub, and the failure of the Guaranteed Party to so file shall not affect the obligations of the Guarantors hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligation is rescinded or must otherwise be returned for any reason whatsoever, each Guarantor shall remain liable hereunder with respect to such Obligation (subject to such Guarantor’s Maximum Guarantor Percentage of the Cap) as if such payment had not been made (but only to the extent of the amount so rescinded or otherwise returned). This Limited Guarantee is an unconditional guarantee of payment and not of collection.

3. Changes in Obligations; Certain Waivers. The Guarantors agree that the Guaranteed Party may at any time and from time to time, without notice to or further consent of any Guarantor, extend the time of payment of the Obligation, and may also enter into any agreement with Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and Parent, Merger Sub or any such other Person without in any way impairing or affecting the obligations of the Guarantors under this Limited Guarantee. The Guarantors agree that their obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) any delay or the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of the Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or

otherwise executed in connection with the Obligation; (c) the addition, substitution or release of any entity or other Person now or hereinafter liable with respect to the Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate or other applicable existence, structure or ownership of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (e) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, winding up, moratorium, receivership, dissolution, assignment for the benefit of the creditors, reorganization, arrangement, composition with creditors or readjustment, or other similar proceeding or any other inability to pay or perform affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; (f) the existence of any claim, set-off or other right which the Guarantors may have at any time against Parent, Merger Sub or the Guaranteed Party (or the existence of any claim, set-off or other right that Parent, Merger Sub or the Guaranteed Party may have at any time against the Guarantors), whether in connection with the Obligation or otherwise, in each case other than defenses and rights that Parent or Merger Sub have under the Merger Agreement; (g) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligation; (h) any lack of validity, regularity, illegality or enforceability of the Merger Agreement, the Equity Commitment Letters or any agreement or instrument related thereto, in each case in accordance with its terms (but subject to all defenses available to Parent or Merger Sub pursuant to any such agreement or instrument) or (i) any breach by Parent or Merger Sub of the Merger Agreement. To the fullest extent permitted by applicable Law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantors waive promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (except for notices required to be provided to Parent or Merger Sub in accordance with the Merger Agreement), and all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement or now or hereinafter liable with respect to the Obligation, and all suretyship defenses generally (other than defenses to the payment of the Obligation that are available to Parent under the Merger Agreement or breach by the Guaranteed Party of the Merger Agreement or this Limited Guarantee). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of the Obligation and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or the Obligation hereunder.

Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of such Guarantor’s Obligation under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against

Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligation (subject to the Cap) shall have been paid in full in cash. If any amount shall be paid to the Guarantors in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligation, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantors and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligation. Subject to all of the other provisions of this Section 3 and Section 4, the Guaranteed Party hereby agrees that the Guarantors shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that are or would be available to Parent or Merger Sub pursuant to the terms of the Merger Agreement with respect to the Obligation.

4. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

5. Representations and Warranties.

(a) Each Guarantor hereby represents and warrants that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has the power and authority to execute, deliver and perform this Limited Guarantee;

(ii) the execution, delivery and performance of this Limited Guarantee by such Guarantor have been duly authorized by all necessary corporate, partnership, private limited company or similar action, as the case may be, and do not contravene any provision of the Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law;

(iii) except as may be required by the Exchange Act, the MGCL, or any applicable antitrust Laws, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Limited Guarantee;

(iv) assuming due execution and delivery of the Merger Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws of general applicability affecting or relating to creditors’ rights generally and (B) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (clauses (A) and (B) collectively, the “Enforceability Exceptions”); and

(v) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee.

(b) The Guaranteed Party hereby represents and warrants that:

(i) the execution, delivery and performance of this Limited Guarantee has been duly authorized by all necessary corporate action and does not contravene any provision of the Guaranteed Party’s certificate of incorporation, bylaws, or any Law; and

(ii) assuming due execution and delivery of the Merger Agreement by Parent and Merger Sub, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, except as may be limited by the Enforceability Exceptions.

6. Assignment. None of the Guarantors nor the Guaranteed Party may assign their respective rights, interests or obligations hereunder to any other Person (including by operation of law, merger, consolidation or otherwise) without the prior written consent of the other parties hereto and the Other Guarantor. Notwithstanding the foregoing, without requiring such consent, the Guarantors may assign their rights, interests or Obligation hereunder to one or more Affiliates or co-investors; provided, that any such permitted assignment shall not relieve any Guarantor of the Obligation hereunder except that such Guarantor’s Obligation shall be reduced dollar for dollar by any amounts actually paid to the Guaranteed Party by such Affiliates or co-investors, as applicable, in respect of the Obligation hereunder. For the avoidance of doubt, no assignee shall, upon valid assignment, be deemed to be a Non-Recourse Party (as defined herein). Any attempted assignment in derogation of the foregoing shall be null and void and of no force or effect.

7. Notices. All notices, requests, claims, consents, demands and other communications under this Limited Guarantee shall be in writing and shall be deemed to have been duly delivered and received hereunder (a) two (2) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service (with proof of delivery), or (c) immediately upon delivery by hand or email (provided, that, in the case of emails, if not a Business Day, then the next Business Day, and non-automatic confirmation of receipt (which shall not include “out of office” or other automatic replies) is given by the recipient or its counsel within one (1) Business Day), in each case, to the intended recipient as set forth below (or at such other address for a Party as shall be specified by like notice):

(a) If to the Guarantors:

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

E-mail: legalnotices@centerbridge.com

with a copy (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: Atif I. Azher

Frederick De Albuquerque

E-mail: aazher@stblaw.com

fred.dealbuquerque@stblaw.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY

Attention: Gregory J. Ressa

Danielle C. Jackson

E-mail: gressa@stblaw.com

danielle.jackson@stblaw.com

with a copy to Parent (which shall not constitute actual or constructive notice) to:

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

E-mail: legalnotices@centerbridge.com

and

c/o GIC Real Estate, Inc.

280 Park Avenue, 9^th Floor

New York, NY 10017

Attention: Samuel Fancher

Jesse Hom

E-mail: samuelfancher@gic.com.sg

jessehom@gic.com.sg

with a copy (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: Atif I. Azher

Frederick De Albuquerque

E-mail: aazher@stblaw.com

fred.dealbuquerque@stblaw.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY

Attention: Gregory J. Ressa

Danielle C. Jackson

E-mail: gressa@stblaw.com

danielle.jackson@stblaw.com

and

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention: Blair Thetford, Esq.

E-mail: blair.thetford@skadden.com

and

Skadden, Arps, Slate, Meagher & Flom LLP

155 N Upper Wacker Drive

Chicago, IL 60606

Attention: Nancy Olson, Esq.

E-mail: nancy.olson@skadden.com

(b) If

to the Guaranteed Party:

INDUS Realty Trust, Inc.

204 West Newberry Road

Bloomfield, CT 06002

Attention: Thomas M. Daniells, General Counsel

E-mail: tdaniells@indusrt.com

with a copy (which shall not constitute actual or constructive notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas New

York, NY 10020

Attention: Julian Kleindorfer

Charles K. Ruck

Darren Guttenberg

E-mail: Julian.Kleindorfer@lw.com

Charles.Ruck@lw.com

Darren.Guttenberg@lw.com

or to such other address or addresses as the parties may from time to time designate in writing in accordance with this Section 7.

8. Continuing Guarantee. Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantors, their successors and assigns until all of the Obligation under this Limited Guarantee has been indefeasibly paid, observed, performed or satisfied in full in cash, at which time this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate (other than Section 7 and Sections 9 through 13 each of which shall survive the termination of this Limited Guarantee) and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the Closing, (ii) subject to the Cap, receipt in full in cash by the Guaranteed Party or its designated Affiliate of the Obligation in accordance with the Merger Agreement and (iii) the valid termination of the Merger Agreement pursuant to Article IX thereof (except with respect to this clause (iii) as to a claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent, Merger Sub or the Guarantors on, prior to or within 60 days of such termination (in which case, this Limited Guarantee shall terminate on the date such claim is finally resolved and otherwise fully satisfied)). Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantors hereunder shall expire automatically three months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantors hereunder, except with respect to claims arising from lawsuits filed by the Guaranteed Party against Parent at or prior to the end of such three-month period alleging damages or harm to the Guaranteed Party as a result of a breach by Parent or the Guarantors of the Obligation. Notwithstanding the foregoing, in the event that (x) the Guaranteed Party or any of its Affiliates or successors or assigns asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting each Guarantor’s liability to such Guarantor’s Maximum Guarantor Percentage of the Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party (as defined in Section 9) with respect to this Limited Guarantee, the Other Guarantor Limited Guarantees, the Merger Agreement or the Equity Commitment Letters (collectively, the “Transaction Agreements”) or any other agreement, certificate or instrument delivered pursuant to or in connection with such Transaction Agreements, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted by the Guaranteed Party against the applicable Non-Recourse Party against which such Retained Claims are permitted to be asserted pursuant to the express terms of Section 9 or (y) the Other Guarantor Limited

Guarantee terminates pursuant to clause (x) of the fourth sentence of Section 8 of such Other Guarantor Limited Guarantee, then (A) the obligations of the Guarantors under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (B) if any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) none of the Guarantors nor any other Non-Recourse Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

9. No Recourse. The Guaranteed Party acknowledges the separate corporate or other applicable existence of each of Parent and Merger Sub and that, as of the date hereof, each of Parent’s and Merger Sub’s sole assets (if any) are a de minimis amount of cash, and that no additional funds or other assets are expected to be contributed to Parent and/or Merger Sub unless and until the Closing occurs in connection with the Equity Commitment Letters. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any other Transaction Agreement, or in any agreement or instrument delivered or statement made or action taken in connection with or pursuant to, the transactions contemplated by any of the Transaction Agreements or the negotiation, execution, performance or breach of any Transaction Agreement (this Limited Guarantee, the Other Guarantor Limited Guarantee, the Equity Commitment Letters, the other Transaction Agreements and such agreements, instruments, statements and actions collectively, “Transaction-Related Matters”), and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that each Guarantor may be a partnership, limited liability company or private limited company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that:

(a) no Non-Recourse Party has or shall have any obligations (whether of an equitable, contractual, tort, statutory or other nature) under or in connection with any Transaction-Related Matter, other than, subject to the Cap, and in any case solely against (i) Parent regarding its obligation to pay the Obligation when and if it becomes payable pursuant to the Merger Agreement, (ii) any Guarantor regarding its obligations hereunder and the Other Guarantor regarding its obligations under the Other Guarantor Limited Guarantee, (iii) the Investors (as defined in the Equity Commitment Letters) regarding their obligations under, and pursuant to the terms of, their respective Equity Commitment Letters, (iv) each of Parent and Merger Sub regarding their respective obligations under, and pursuant to the terms of, the Merger Agreement, and (v) each of Centerbridge Partners, L.P. and GIC Real Estate, Inc. regarding their respective obligation under, and pursuant to the terms of, the Confidentiality Agreements (the claims in respect of the obligations described in clauses (i) through (iii) solely against those of the Persons specified in clauses (i) through (iii), as applicable, or any of their respective permitted successors or assigns, collectively, the “Retained Claims”);

(b) no recourse (whether under an equitable, contractual, tort, statutory or other claim or theory) under or in connection with any Transaction-Related Matter shall be sought or had against (and, without limiting the generality of the foregoing, no liability shall attach to) any Non-Recourse Party, whether through Parent, Merger Sub, the Other Guarantor or any other Person interested in the transactions contemplated by any Transaction Agreement or otherwise,

whether by or through theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or any other attempt to avoid or disregard the entity form of any Non-Recourse Party, by or through a claim by or on behalf of the Guaranteed Party, Parent, Merger Sub, the Other Guarantor or any other Person against any Non-Recourse Party, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for Retained Claims; and

(c) neither the Guaranteed Party nor any of its Affiliates has relied on any statement, representation or warranty or assurance made by, or any action taken by, any Person in connection with a Transaction-Related Matter, other than those made by (i) the Guarantors in this Limited Guarantee and/or the Guarantors in their Equity Commitment Letter and (ii) Parent and Merger Sub in the Merger Agreements.

The Retained Claims shall be the sole and exclusive remedy (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of the Guaranteed Party, its Affiliates and any Person purporting to claim by or through any of them or for the benefit of any of them against any or all of the Non-Recourse Parties, in respect of any claims, liabilities or obligations arising in any way under or in connection with any Transaction-Related Matter. To the fullest extent permitted by law, the Guaranteed Party, on behalf of itself and its equityholders and Affiliates, hereby releases, remises and forever discharges all claims and agrees not to exercise any rights (other than Retained Claims) that the Guaranteed Party or any of its equityholders and/or Affiliates may now have or might in the future have against any Non-Recourse Party arising in any way under or in connection with any Transaction-Related Matter. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its controlled Affiliates not to, institute any proceeding or bring any claim in any way under or in connection with any Transaction-Related Matter (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. Other than the Non-Recourse Parties (who are intended third party beneficiaries of this Limited Guarantee pursuant to Section 11 hereof), no Person other than the Guarantors and the Guaranteed Party shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby.

As used herein, the term “Non-Recourse Parties” means, collectively (and including Parent and Merger Sub themselves), the Guarantors and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of the Guarantors, Parent or Merger Sub and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, and the providers of the Debt Financing.

10. Governing Law.

(a) This Limited Guarantee, and all actions, causes of action, claims, cross-claims, third-party claims or actions of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee, or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action between the parties arising out of or related to this Limited Guarantee or the transactions contained in or contemplated by this Limited Guarantee exclusively in the Circuit Court of Baltimore City, Maryland and/or the U.S. District Court for the District of Maryland and any appellate court from any thereof (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives, to the fullest extent it may legally and effectively do so, any objection to laying venue in any such Action in the Chosen Courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 7, (v) that is filed in a Maryland state court, agrees to jointly request an assignment to the Maryland Business and Technology Case Management Program and (vi) agrees that a final judgment in any such action, cause of action, claim, cross-claim or third-party claim or action of any kind shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE, OR THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(b).

11. Third Party Beneficiaries. Except to the extent expressly set forth in Sections 10(a) and 12, this Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guarantee the parties intend that all Non-Recourse Parties other than the Guarantors shall be, and such Non-Recourse Parties are, intended third party beneficiaries of this Limited Guarantee who may rely on and enforce the provisions of this Limited Guarantee that bar the liability, or otherwise protect the interests, of such Guarantors or Non-Recourse Parties.

12. Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Guarantors; provided, that (x) no such written consent shall be required for disclosures by the Guarantors and the Guaranteed Party of the existence or content of this Limited Guarantee to the Other Guarantor and its Affiliates and Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 12, (y) the Guarantors, the Other Guarantor and the Guaranteed Party may disclose the existence or content of this Limited Guarantee to the extent required by Law or the rules of any self-regulatory organization or securities exchange, including in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement, and (z) no such written consent shall be required for a disclosure by the Guarantors, the Other Guarantor or the Guaranteed Party to enforce their respective rights hereunder; provided, that for purposes of clause (y) and clause (z), to the extent permissible by Law, the disclosing party shall use its commercially reasonable efforts to give the non-disclosing party prior notice of such disclosure and, upon the non-disclosing party or the Guarantor’s request, shall use commercially reasonable efforts to obtain confidential treatment for the existence and terms of this Limited Guarantee.

13. Miscellaneous.

(a) This Limited Guarantee, together with the Other Guarantor Limited Guarantee, the Merger Agreement, the Equity Commitment Letters and the Confidentiality Agreements, constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Guarantors or any of their Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand. No amendment, supplementation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by each party hereto and the Other Guarantor in writing. Any attempted amendment, waiver or modification of this letter that is not done in compliance with the previous sentence shall be null and void and of no force or effect. The Other Guarantor is hereby made an intended third party beneficiary of the preceding two sentences and may rely on and enforce the provisions thereof. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantors or any other Non-Recourse Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor. The Guarantors and any of their Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee, except as expressly set forth herein by the Guaranteed Party.

(b) Any term or provision of this Limited Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to (i) the limitation of the amount payable by

each Guarantor hereunder up to such Guarantor’s Maximum Guarantor Percentage of the Cap provided in Section 1 hereof and (ii) the provisions of Sections 8 and 9 hereof; provided, further, that the Guaranteed Party may only enforce the Obligation hereunder and the Obligation (as defined in the Other Guarantor Limited Guarantee) set forth in the Other Guarantor Limited Guarantee on a pro rata basis determined in accordance with each Guarantor’s (based on such Guarantor’s Maximum Guarantor Percentage) and the Other Guarantor’s respective Pro Rata Share (as of the date hereof) pursuant to this Limited Guarantee and the Other Guarantor Limited Guarantee. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and Representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms.

(c) This Limited Guarantee (i) may be executed and delivered in one or more counterparts (including by means of email in .pdf format), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument and (ii) to the extent signed and delivered by means of scanned pages via e-mail, shall be treated in all manner and respect as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

(d) No party hereto or to any such agreement shall raise the use of email to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of email as a defense to the formation of a contract, and each such party forever waives any such defense.

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IN WITNESS WHEREOF, the Guarantors have caused this Limited Guarantee to be executed and delivered as of the date first written above by its duly authorized signatory.


CPREF II AIV II – A, L.P.

By: Centerbridge Partners Real Estate Associates II, L.P., its General Partner

By:		CPREF II Cayman GP Ltd., its General Partner

By:		/s/ Susanne V. Clark
Name: Susanne V. Clark
Title: Authorized Signatory

CPREF II AIV II – B, L.P.

By: Centerbridge Partners Real Estate Associates II, L.P., its General Partner

By: CPREF II Cayman GP Ltd., its General Partner

By:		/s/ Susanne V. Clark
Name: Susanne V. Clark
Title: Authorized Signatory

[Limited Guarantee (Centerbridge)]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its duly authorized signatory.


INDUS REALTY TRUST, INC.

By:		/s/ Michael Gamzon
Name: Michael Gamzon
Title: President & Chief Executive Officer

[Limited Guarantee (Centerbridge)]

Schedule A

Maximum Guarantor Percentage


Guarantor	Maximum Guarantor Percentage
CPREF II AIV II – A, L.P.		50.00	%
CPREF II AIV II – B, L.P.		50.00	%
TOTAL		100.00	%