WHEREAS, the General Partner desires to (a) set forth the designations, rights, powers, preferences and duties and other terms of the Series A Preferred Units (as hereinafter defined in Annex A attached hereto); and (b) cause the Partnership, following direction and approval of the Board of Directors, to issue to NexPoint Real Estate Finance, Inc., a Maryland corporation (the Company), the Series A Preferred Units in exchange for a contribution by the Company of the net proceeds from its offering of Series A Preferred Stock of the Company; and
WHEREAS, the General Partner also desires to (a) amend and restate Exhibit A to the Agreement to reflect issuances and transfers of Common Units, admissions of Limited Partners and additional Capital Contributions and (b) amend the Agreement such that the General Partner may hereafter amend and restate Exhibit A, without direction and approval of the Board of Directors, to reflect changes to the information set forth therein if such changes have previously been approved by the General Partner and the Board of Directors; and
WHEREAS, in accordance with Sections 4.2, 12.2, 12.3 and 14.1 of the Agreement, the General Partner has issued the Common Units and the Series A Preferred Units, admitted Limited Partners, and prepared and approved this Amendment, in each case following the direction and approval of the Board of Directors.
NOW THEREFORE, the General Partner, following the direction and approval of the Board of Directors, amends the Agreement as follows:
Section 1. Terms and Conditions of Series A Preferred Units. The Agreement is hereby amended by the addition of a new annex thereto, entitled Annex A, in the form attached hereto, which sets forth the designations, allocations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms and conditions of redemption, and any other special rights, powers and duties and other terms of the Series A Preferred Units and which shall be made a part of the Agreement.
Section 2. Construction. The Series A Preferred Units have been created and are being issued in conjunction with the Companys issuance and sale of Series A Preferred Stock, and as such, the Series A Preferred Units are intended to have designations, preferences and other rights and terms that are substantially the same as those of the Series A Preferred Stock, all such that the economic interests of the Series A Preferred Units and the Series A Preferred Stock are substantially identical, and the provisions, terms and conditions of this Amendment, including without limitation the attached Annex A, shall be interpreted in a fashion consistent with this intent.
Section 3. Amendment of Exhibit A. Exhibit A of the Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A hereto.
Section 4. Amendment of Section 12.3. Article 12, Section 12.3 of the Agreement is hereby deleted in its entirety and replaced by the following: