0001564590-20-023592 Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP I, L.P. a Delaware limited partnership
Limited Partnership Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP I, 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 Operating Partnership, L.P., a Delaware limited partnership (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 NREF OP I, L.P. dated as of October 8, 2019 (the “Prior Agreement”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NexPoint Real Estate Finance Operating Partnership, L.P. a Delaware limited partnership
Limited Partnership Agreement • May 8th, 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”).

Management AGREEMENT BY AND AMONG NEXPOINT REAL ESTATE FINANCE, INC. AND NEXPOINT REAL ESTATE ADVISORS VII, L.P.
Management Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of February 6, 2020, is entered into 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2020, is entered into by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (“NREF”) and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”).

CONTRIBUTION AND ASSIGNMENT OF INTERESTS AGREEMENT
Contribution and Assignment of Interests Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware

This Contribution and Assignment of Interests Agreement (this “Agreement”) is dated effective as of February 11, 2020 (the “Effective Date”), by and among SFR WLIF, LLC, Series I, a Delaware series limited liability company (“SFR WLIF, Series I”), NexPoint Real Estate Strategies Fund, a continuously offered, non-diversified, closed-end management investment company (“NRESF”), Highland Global Allocation Fund, a diversified, closed-end management investment company (“Highland Global”), NexPoint Strategic Opportunities Fund, a non-diversified, closed-end management investment company (“NHF”), NREF OP I, L.P., a Delaware limited partnership (“NREF OP I”), NREF OP I Holdco, LLC, a Delaware limited liability company (“NREF OP I Holdco”), NREF OP I SubHoldco, LLC, a Delaware limited liability company (“NREF OP I SubHoldco”), SFR WLIF, LLC, Series II, a Delaware series limited liability company (“SFR WLIF, Series II”), Highland Income Fund, a non-diversified, closed-end management investment c

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP II, L.P. a Delaware limited partnership
Limited Partnership Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP II, 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 Operating Partnership, L.P., a Delaware limited partnership (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 NREF OP II, L.P., dated as of October 8, 2019 (the “Prior Agreement”).

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