STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2016 • Jernigan Capital, Inc. • Real estate investment trusts • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 27, 2016, by and between JERNIGAN CAPITAL, INC., a Maryland corporation (the “Company”), and certain funds managed or advised by Highland Capital Management, L.P. or its controlled affiliates (“Highland”) and identified on the signature page(s) hereto (each, a “Buyer” and collectively, together with their permitted transferees and assigns, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2016 • Jernigan Capital, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2016, by and between JERNIGAN CAPITAL, INC., a Delaware corporation (the “Company”), and certain funds managed or advised by Highland Capital Management, L.P. or its controlled affiliates (“Highland”) and identified on the signature page(s) hereto (each, a “Buyer” and collectively, together with their permitted transferees and assigns, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF JERNIGAN CAPITAL OPERATING COMPANY, LLC DESIGNATION OF SERIES A PREFERRED STOCK July 27, 2016Limited Liability Company Agreement • July 28th, 2016 • Jernigan Capital, Inc. • Real estate investment trusts
WHEREAS, pursuant to Article XIV of the Limited Liability Company Agreement (the “Operating Agreement”) of Jernigan Capital Operating Company, LLC (the “Company”), the Managing Member hereby amends the Operating Agreement as follows in connection with (i) the issuance and sale of preferred stock, $0.01 par value per share (the “Series A Preferred Stock”), of the Managing Member and the issuance to the Managing Member of Series A Preferred Units (as defined below) in exchange for the contribution by the Managing Member of the net proceeds from the issuance and sale of the Series A Preferred Stock or (ii) the issuance of additional shares of Series A Preferred Stock or common stock of the Managing Member, $0.01 par value per share (the “Common Stock”), in connection with dividend payments on the Series A Preferred Stock and the issuance to the Managing Member of Series A Preferred Units or Common Units, as applicable.
