CTT CatchMark Timber Trust Inc

Governance; Other Matters

Effective as of immediately after the effective time of the Company Merger, one member of the board of directors of the Company (the “Company Board”) selected by the Company will be appointed to the board of directors of Parent (the “Company Designated Director”). From the Closing until immediately after the first annual meeting of stockholders of Parent occurring after the Closing, Parent must take actions reasonably necessary to cause the Company Designated Director to be appointed to the board of directors of Parent.

Following the effective time of the Company Merger, Parent will use commercially reasonable efforts to establish a regional office in Atlanta, Georgia.

Closing Conditions

The consummation of the Mergers is subject to certain closing conditions, including (i) the approval of the Company Merger by the holders of a majority of the outstanding Common Stock, (ii) the absence of any temporary restraining order, injunction or other legal order, and law being enacted, which would have the effect of making illegal or otherwise prohibiting the consummation of the Mergers, (iii) the Form S-4 to be filed by Parent in connection with common stock of Parent to be issued in the Mergers being declared effective, (iv) the shares of common stock of Parent to be issued in the Mergers will have been approved for listing on Nasdaq, (v) the receipt of certain legal opinions by Parent and the Company and (vi) other customary conditions specified in the Merger Agreement.

Representations, Warranties and Covenants

Each of the Company, the Partnership, Parent and Merger Sub made representations and warranties in the Merger Agreement. Each of the Company and the Partnership has also agreed to various customary covenants and agreements, including, subject to certain exceptions, (i) to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Mergers and (ii) to call and hold a stockholder meeting and recommend that the Company’s stockholders approve the Company Merger.

Each of Parent and the Company agreed not to make, declare or set aside any dividend or other distribution to its respective stockholders or shareholders without the prior written consent of the other party, except that upon written notice to the other party, (i) the Company may authorize and pay (i) quarterly distributions at a rate not in excess of $0.075 per share per quarter and (ii) the regular distributions that are required to be made in respect of the Partnership LTIP Units and the Partnership OP Units in connection with any dividends paid on the Common Stock in accordance with the terms of the partnership agreement of the Partnership and (ii) Parent may authorize and pay quarterly distributions at a rate not in excess of $0.44 per share per quarter.

The Company agreed not to (i) solicit proposals relating to certain alternative transactions, (ii) enter into discussions or negotiations or provide non-public information in connection with any proposal for an alternative transaction from a third party, (iii) approve or enter into any agreements providing for any such alternative transaction, subject to certain exceptions to permit members of the Board to comply with their duties as directors under applicable law, or (iv) propose or agree to do any of the foregoing. Notwithstanding these “no-shop” restrictions, prior to obtaining the Company stockholder approval, under specified circumstances the Board may change its recommendation of the transaction, and the Company may also terminate the Merger Agreement to accept a superior proposal upon payment of the termination fee described below.

Termination of the Merger Agreement

The Merger Agreement may be terminated under certain circumstances, including by either Parent or the Company if the Mergers have not been consummated on or before 5:00 p.m. (New York time) on November 29, 2022, if a final and non-appealable order is entered enjoining or otherwise prohibiting the Mergers, or if the Company shareholders shall have voted at the special meeting held to consider the approval of the Company Merger and the Company Merger is not approved.

The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay to Parent a termination fee of $19,384,231. However, the termination fee payable by the Company to Parent will be $9,692,116 if the Merger Agreement is terminated before the end of the “Window Period End Time” by (i) the Company in order for the Company to accept a superior proposal from a “Qualified Bidder” or (ii) Parent because the Company Board changed its recommendation that the Company stockholders approve the Company Merger as the result of a superior proposal from a “Qualified Bidder.” Under the terms of the Merger Agreement, a “Qualified Bidder” is a bidder that has delivered an acquisition proposal on or prior to 11:59 p.m. (New York time) on June 28, 2022 with respect to which, on or prior to such date, the Company Board concluded in good faith (after consultation with its outside legal counsel and its financial advisors) either constituted or would reasonably be expected to lead to a superior proposal (provided that such bidder will cease to be a “Qualified Bidder” if its acquisition proposal is withdrawn, terminates or expires after June 28, 2022). In addition, the term “Window Period End Time” in the Merger Agreement means, with respect to a Qualified Bidder, the later of (i) 11:59 p.m. (New York time) on July 13, 2022 and (ii) one business day after the end of a required notice period with respect to a superior proposal by such Qualified Bidder provided that such notice period (as may be extended) began on or prior to 11:59 p.m. (New York time) on July 13, 2022.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The Merger Agreement has been included in this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties may have been 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 contractual standards of “materiality” and “material adverse effect” applicable to the contracting parties that differ from those applicable to investors or under applicable securities laws. Investors are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.