Exhibit 10.4
FIRST AMENDMENT
TO
MANAGEMENT AGREEMENT
This First Amendment to Management Agreement (this “Amendment”) is entered into as of [•], 2020 by and among NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”). All capitalized terms used herein and not otherwise defined have the respective meaning given to such terms in the Management Agreement (as defined below).
RECITALS
A. The parties hereto previously entered into that certain Management Agreement, dated February 6, 2020 (the “Management Agreement”).
B. In accordance with Section 13(b) of the Management Agreement, the parties hereto desire to amend certain provisions of the Management Agreement as set forth herein.
Agreement
Section 1. Definitions. The definition of “Equity” as set forth in Section 1 of the Management Agreement is hereby amended and restated in its entirety to read as follows:
“‘Equity’ means (a) the sum of (i) total stockholders’ equity immediately prior to the Offering Date, plus (ii) the net proceeds received by the Company from all issuances of the Company’s equity securities in and after the IPO, plus (iii) the Company’s cumulative Core Earnings from and after the Offering Date to the end of the most recently completed calendar quarter, (b) less (i) any distributions to the Stockholders from and after the Offering Date to the end of the most recently completed calendar quarter and (ii) all amounts that the Company or any of its subsidiaries has paid to repurchase for cash the shares of the Company’s equity securities from and after the Offering Date to the end of the most recently completed calendar quarter. In the Company’s calculation of Equity, the Company will adjust its calculation of Core Earnings to remove the compensation expense relating to awards granted under one or more of its long-term incentive plans that is added back in the calculation of Core Earnings. Additionally, for the avoidance of doubt, Equity does not include the assets contributed to the Company in the Formation Transaction.”
Section 2. Miscellaneous.
(a) Effect of Amendment. This Amendment is limited as specified herein and shall not constitute a modification, amendment or waiver of any other provision of the Management Agreement. Except as specifically amended by this Amendment, all other provisions of the Management Agreement are hereby ratified and remain in full force and effect.
