THIRD AMENDMENT TO DEALER MANAGER AGREEMENT
Exhibit 1.1
Execution Version
THIRD AMENDMENT TO
DEALER MANAGER
AGREEMENT
November 4, 2025
NexPoint Securities, Inc.
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Dallas, Texas 75201
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RE: |
Ladies and Gentlemen:
This Third Amendment to Dealer Manager Agreement dated November 4, 2025 (this “Amendment”) amends the Dealer Manager Agreement dated November 2, 2023, as amended by the Amendment to Dealer Manager Agreement dated March 14, 2025 and the Second Amendment to the Dealer Manager Agreement dated October 1, 2025 (as amended, the “Dealer Manager Agreement”), by and between NexPoint Real Estate Finance, Inc. (the “Company”) and NexPoint Securities, Inc. (the “Dealer Manager”).
RECITALS
The Company and the Dealer Manager desire to amend the Dealer Manager Agreement as set forth herein.
AGREEMENTS
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1. |
Representations and Warranties of the Company. The representations and warranties of the Company set forth in Section 1 of the Dealer Manager Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof. |
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Amendments. The Dealer Manager Agreement is amended as follows: |
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a. |
The first paragraph of the preamble of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows: |
NexPoint Real Estate Finance, Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2020. The Company proposes to offer up to 17,200,000 shares (the “Series B Shares”) of the Company’s Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) (the “Series B Preferred Offering”) and up to 8,000,000 shares (the “ Series C Shares” and, together with the Series B Shares, the “Shares”) of the Company’s Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”) (the “Series C Preferred Offering”). The offering also covers the shares of the Company’s common stock, par value $0.01 per share that may be issuable upon redemption of the Series B Preferred Stock or the Series C Preferred Stock, as applicable. Each Share will be sold at a public offering price of $25.00 per share.
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b. |
All references in the Dealer Manager Agreement to “Series B Preferred Stock” in Sections 3(c) and 3(d) are hereby deleted and replaced with “Series B Preferred Stock and/or Series C Preferred Stock, as applicable.” |
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c. |
All references in the Dealer Manager Agreement to “the Offering” are hereby deleted and replaced with “the respective Series B Preferred Offering or the Series C Preferred Offering, as applicable.” |
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d. |
The contact information for the Company in Section 10(b) is hereby deleted and replaced with: |
NexPoint Real Estate Finance, Inc.
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Dallas, Texas 75201
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.
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3. |
Effect of Amendment. This Amendment is limited as specified and shall not constitute a modification, amendment or waiver of any other provision of the Dealer Manager Agreement. Except as specifically amended by this Amendment, all other provisions of the Dealer Manager Agreement are hereby ratified and remain in full force and effect. |
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Single Document. From and after the date hereof, all references to the Dealer Manager Agreement shall be deemed to be references to the Dealer Manager Agreement as amended by this Amendment. |
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Severability. In the event that any provision of this Amendment or the application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected. |
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Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Dealer Manager and their heirs, executors, administrators, successors, legal representatives and permitted assigns. |
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Headings. The headings in this Amendment are for convenience only. They shall not be deemed part of this Amendment and in no way define, limit, extend or describe the scope or intent of any provisions hereof. |
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8. |
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute the same instrument and all of which together shall constitute the agreement of the parties. For purposes of executing this Amendment, a document signed and transmitted electronically shall be treated as an original document. The signature of any party thereon shall be considered an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. |
[Signatures on Following Page]
IN WITNESS WHEREOF, the parties hereto have each duly executed this Amendment as of the day and year set forth above.
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THE COMPANY:
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer |
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Accepted as of the date first above written:
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THE DEALER MANAGER:
NEXPOINT SECURITIES, INC |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Title: | President | ||||
[Signature Page to the Third Amendment to Dealer Manager Agreement]