Amendment No. 1 to the Stock Purchase Agreement dated as of July 27, 2016 by and between Jernigan Capital, Inc. and certain funds managed or advised by Highland Capital Management, L.P

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT



This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated as of July 25, 2018 (this  “Amendment”), is entered into by and between Jernigan Capital, Inc., a Maryland corporation (the “Company”), and NexPoint Advisors, L.P. in its capacity as Buyer Representative under the Agreement (as defined below).



WHEREAS, the Company and the Buyers entered into that certain Stock Purchase Agreement (the “Agreement”), dated as of July 27, 2016, relating to the issuance and sale, from time to time, of up to $125,000,000 in shares of the Company’s Series A Preferred Stock, par value $0.01 per share, at a price of $1,000 per share; and



WHEREAS, the Company and the Buyer Representative, on behalf of the Buyers, have agreed that it is in their mutual interests to make certain amendments to the Agreement as set forth herein.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer Representative hereby agree as follows:







“(a)The Company’s Right to Require Regular Purchases. Subject to the terms and conditions of this Agreement, on any given Business Day after the satisfaction of the conditions set forth in Sections 5 and 6 of this Agreement, through and including, the tenth Business Day (the “Final Purchase Notice Date”) preceding September 30, 2018 (September 30, 2018 being the “Final Draw Date”), the Company shall have the right, but not the obligation (other than as set forth in Section 1(b) below), to direct the Buyers by its delivery to the Buyers of a Purchase Notice from time to time, and each of the Buyers thereupon shall have the obligation, severally and not jointly, to purchase the Purchase Amount specified in the Purchase Notice (each such purchase, a “Regular Purchase”) at the Purchase Price on the Purchase Date, as specified in the Purchase Notice; however, in no event shall (i) the Purchase Amount of a Regular Purchase be (A) less than $5,000,000 or, if greater than $5,000,000, other than in integral multiples of $1,000,000, (B) more than $15,000,000 in any given calendar month, and (C) more than $35,000,000 in any three-month period, and (ii) the Purchase Date be subsequent to the Final Draw Date. The Company may deliver additional Purchase Notices for additional Regular Purchases to the Buyers from time to time so long as the most recent Regular Purchase has been completed, and, in any event, at most one-time per month.” 











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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the date first written above.