EX-10.5





 Exhibit 10.5 

Execution Version 

FIRST AMENDMENT 
 TO

 MANAGEMENT AGREEMENT 

This First Amendment to Management Agreement (this “Amendment”), is entered into as of May 4, 2020 by and among VB One,
LLC, a Delaware limited liability company (“VB One”), TI Pennsylvania Holdings, LLC, a Delaware limited liability company (“Pennsylvania”), True JACK2017-2, LLC, a Delaware
limited liability company (“Jack2017-2”), True JACK2017-1, LLC, a Delaware limited liability company
(“Jack2017-1”), True OM2016-1, LLC, a Delaware limited liability company (“OM2016”), True
KC2016-1, LLC, a Delaware limited liability company (“KC2016”), True PIT2017-1, LLC, a Delaware limited liability company (“PIT2017-1”), True PIT2017-2, LLC, a Delaware limited liability company (“PIT2017-2”), True MEM2016-1, LLC, a Delaware limited liability company (“MEM2016”), TI KC Bravo, LLC, a Delaware limited liability company (“Bravo”; Pennsylvania,
Jack2017-2, Jack2017-1, OM2016, KC2016, PIT2017-1, PIT2017-2, and MEM2016, individually
and collectively, “True Owner”, together with VB One, “Owner”), and VineBrook Homes, LLC, a Delaware limited liability company (“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 September 30, 2019 (the “Management
Agreement”). 
 B. In accordance with Section 11.04 of the Management Agreement, the parties hereto desire to amend certain
provisions of the Management Agreement as set forth herein. 
 AGREEMENTS 

Section 1. Termination. Section 8.01(a) of the Management Agreement is hereby amended and restated in its entirety to read as
follows: 
 “Automatically, in the event (i) Owner sells or otherwise disposes of all or substantially all of the Properties
(which for purposes of clarification may include the sale of all or substantially all of the REIT’s or the OP’s direct or indirect ownership interests in Owner) or (ii) a Bankruptcy Event occurs with respect to Manager; or” 

Section 2. Termination Fee. Section 8.02 of the Management Agreement is hereby amended and restated in its entirety to read
as follows: 
 “If Owner terminates this Agreement pursuant to Section 8.01(e) before the end of the Term or any subsequent term
year, then Owner shall be obligated to pay Manager an amount equal to three times the sum of the annual Property 












 
Management Fee for the trailing 12-month period; provided, however, if this Agreement is terminated prior to the one year anniversary of the date of this
Agreement, (a) Owner shall pay Manager $1,000,000.00, in addition to the amount otherwise payable under this paragraph, and (b) the Property Management Fee will be annualized for such 12-month period
based on such Property Management Fee earned by Manager during such period. Any amounts accruing to Manager prior to such termination, shall be due and payable upon termination of this Agreement. To the extent funds are available, such sums shall be
payable from the Operating Account. Any amount due in excess of the funds available from the Operating Account shall be paid by Owner to Manager upon demand. For the avoidance of doubt, Acquisition Fees, Construction Fees, and fees attributable to
Additional Services are not considered in the calculation of the Termination Fee.” 
 Section 3. 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. 

(b) Single Document. From and after the date hereof, all references to the Management Agreement shall be deemed to be references to the
Management Agreement as amended by this Amendment. 
 (c) Severability. In the event that any provision of this Amendment or the
application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected. 

(d) Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. 
 (e) Headings. The headings in this Amendment are for
convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. 

[Signature Page Follows] 

  
 2 













 IN WITNESS WHEREOF, the parties have executed and delivered this FIRST AMENDMENT TO
MANAGEMENT AGREEMENT as of the date first written above. 
  

			
	 VB One, LLC
 a Delaware
limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 TI Pennsylvania Holdings LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True PIT2017-1, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True PIT2017-2, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory




  
 [Signature Page to
First Amendment to Management Agreement] 













 
			
	 True Jack2017-1, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True Jack2017-2, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True OM2016-1, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True MEM2016-1, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory



  

			
	 True KC2016-1, LLC

a Delaware limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory




  
 [Signature Page to
First Amendment to Management Agreement] 













 
			
	 TI KC Bravo, LLC
 a Delaware
limited liability company

		
	By:	 	/s/Brian Mitts
	 Name: Brian Mitts
 Title: Authorized
Signatory




  
 [Signature Page to
First Amendment to Management Agreement] 













 
			
	 VINEBROOK HOMES, LLC
 a
Delaware limited liability company
  
 By: VineBrook Management, LLC, its managing
member

		
	By:	 	/s/Dana W. Sprong
	 Name: Dana W. Sprong
 Title:
Managing Partner




  
 [Signature Page to
First Amendment to Management Agreement]