August 3, 2020NexPoint Real Estate Finance, Inc. • October 30th, 2020 • Real estate investment trusts • Maryland
Reference is made herein to that certain Agreement and Plan of Merger (as the same may be amended, restated, supplemented or modified from time to time, in each case in accordance with the terms hereof, the “Merger Agreement”), dated as of the date hereof by and among Jernigan Capital, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income Tax purposes (the “Company”), Jernigan Capital Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), NexPoint RE Merger, Inc., a Maryland corporation (“Parent”) and NexPoint RE Merger OP, LLC, a Delaware limited liability company (the “Parent OP”). This “Letter” sets forth the commitment of the Sponsors (defined below), subject to the terms and conditions hereof, to purchase, directly or indirectly, equity securities of Parent in connection with the transactions contemplated by the Merger Agreement (the “Transactions”) and is being delivered to Parent to
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipLimited Partnership Agreement • October 30th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”), dated as of February 11, 2020, is entered into by and among NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”), the Persons (as defined below) whose names are from time to time set forth on Exhibit A attached hereto (as it may be amended from time to time), and the parties to the original agreement of limited partnership of NexPoint Real Estate Finance Operating Partnership, L.P., dated as of June 10, 2019 (the “Prior Agreement”).
