Exhibit 10.1


 


AMENDMENT NO. 4 TO


 


LIMITED LIABILITY COMPANY AGREEMENT OF

JERNIGAN CAPITAL OPERATING COMPANY, LLC


 


December 16, 2019


 


WHEREAS, in accordance
with Section 14.1(B)(3) of the Limited Liability Company Agreement (the “Operating Agreement”) of Jernigan Capital
Operating Company, LLC, the Managing Member hereby amends the Operating Agreement without the consent of the Non-Managing Members
as follows in order to designate the terms of Class B Units.


  


		1.	Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Operating Agreement.



 


		2.	Amendments to certain to Article I. Article I is hereby amended as follows:



 


The definition of the term “Common
Unit” is hereby removed and replaced with the following:


 


“Common Unit”
means a Unit of Interest without any preference with respect to the amount and timing of any distribution from the Company as set
forth in this Agreement and attachments hereto, and generally designated or referred to as such by the Managing Member in this
Agreement, including all Class A Units and Class B Units. The Company may have one or more classes of Common Units. As used in
this Agreement, unless specifically mentioned otherwise, Common Units of the various classes then outstanding will be referred
to as “Common Units” in the aggregate.


 


The definition of the term “Percentage
Interest” is hereby removed and replaced with the following:


 


“Percentage Interest”
means, as to a Member holding a class or series of Units, its interest in such class, determined by dividing the Units of such
class or series owned by such Member by the total number of Units of such class or Series then outstanding. For purposes of determining
the Percentage Interest of the Class A Units at any time when there are Class B Units outstanding, all Class B Units shall
be treated as Class A Units.


 


The definition of the term “Unit”
is hereby removed and replaced with the following:


 


“Unit” means
a fractional, undivided share of the Interests of all Members issued pursuant to Section 4.1 and Section
4.2, and includes Class A Units, Class B Units, LTIP Units and any other classes of Common Units or other Units established
after the date hereof. For purposes of determining the Percentage Interest of the Common Units, all classes of Common Units then
outstanding shall be treated as one class. The number of Units outstanding and the Percentage Interests of the class of the Interests
represented by such Units are as set forth in the Member Registry. Fractional Units may be issued by the Company.


 


The following terms are hereby
added to Article I, such terms to be placed in appropriate alphabetical order in such Article I:


 


“Class A”
has the meaning set forth in Section 5.1.C.


 


“Class A Share”
has the meaning set forth in Section 5.1.C.


 


“Class B”
has the meaning set forth in Section 5.1.C.


 


“Class B Share”
has the meaning set forth in Section 5.1.C.


 


“Class B Unit”
means a Unit that is specifically designated by the Managing Member as being a Class B Unit.


 


“Distribution Period”
has the meaning set forth in Section 5.1.C.


 






     


     


    

 


		3.	Amendment to Section 4.2B. Section 4.2.B of the Operating Agreement is hereby replaced in
its entirety with the following:



 


“B.
Effective on the date of Amendment Number 4 to this Operating Agreement, The Company shall have three authorized classes of Units,
entitled “Class A Units,” “Class B Units” and “LTIP Units,” and, thereafter, such
additional classes of Units as may be created by the Managing Member pursuant to Section 4.2.A and this Section 4.2.B. 
Class A Units, Class B Units or a class of Interests created pursuant to Section 4.2.A or this Section 4.2.B,
at the election of the Managing Member, in its sole and absolute discretion, may be issued to newly admitted Members in exchange
for the contribution by such Members of cash, real estate interests, stock, notes or other assets or consideration; provided, however,
that any Unit that is not specifically designated by the Managing Member as being of a particular class shall be deemed to be a
Class A Unit.  Each Class B Unit shall be converted automatically into a Class A Unit on the day immediately
following the Company Record Date for the Distribution Period in which such Class B Unit was issued, without the requirement for
any action by the Managing Member, the Company or the Member holding the Class B Unit. The issuance and terms of any LTIP Units
shall be in accordance with Section 4.6.”


 


		4.	Amendment to Section 4.6.A. Section 4.6.A of the Operating Agreement is hereby amended as
follows:



 


The following to the end of
the second sentence of the first paragraph of such Section after the word “thereto”:


 


“(or, if so designated by
the Managing Member in connection with the issuance thereof, as Class B Units for the quarter in which such LTIP Units are issued).


 


Paragraph (ii) of such section
is hereby replaced in its entirety as follows:


 


“The LTIP Unitholders shall,
when, as and if authorized and declared by the Managing Member out of assets legally available for that purpose, be entitled to
receive distributions in an amount per LTIP Unit equal to the distributions per Class A Unit (the “Class A
Unit Distribution”), paid to holders of Class A Units on such Company Record Date established by the Managing
Member with respect to such distribution.  So long as any LTIP Units are outstanding, no distributions (whether in cash or
in kind) shall be authorized, declared or paid on Class A Units or Class B Units, unless equal distributions have been
or contemporaneously are authorized, declared and paid on the LTIP Units.”


 


		5.	Amendment to Section 4.6.B. Section 4.6.B is hereby amended by replacing the first sentence
of such section with the following:



 


“Subject to the provisions
of this Section 4.6 and the special provisions of Sections 4.7 and 5.1.E, the
LTIP Units shall rank pari passu with the Class A Units and Class B Units as to the payment of regular and special periodic
or other distributions and distribution of assets upon liquidation, dissolution or winding up.  As to the payment of distributions
and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Units which by its terms specifies
that it shall rank junior to, on a parity with, or senior to the Class A Units shall also rank junior to, or pari passu with,
or senior to, as the case may be, the LTIP Units.”


 


		6.	Amendment to Section 5.1. Section 5.1 of the Operating Agreement is hereby amended to add
the following as Sections 5.1C and 5.1D. The paragraph currently designated as Section 5.1C shall become Section 5.1.E.



 


“C.  Distributions
When Class B Units Are Outstanding. If for any quarter or shorter period with respect to which a distribution is to be made
(a “Distribution Period”) Class B Units are outstanding on the Company Record Date for such Distribution
Period, the General Partner shall allocate the Available Cash with respect to such Distribution Period available for distribution
with respect to the Class A Units and Class B Units collectively between the Partners who are holders of Class A
Units (“Class A”) and the Partners who are holders of Class B Units (“Class B”)
as follows:


 


(1) Class A
shall receive that portion of the Available Cash (the “Class A Share”) determined by multiplying
the amount of Available Cash by the following fraction:


 






    2


     


    

 






 


(2) Class B
shall receive that portion of the Available Cash (the “Class B Share”) determined by multiplying
the amount of Available Cash by the following fraction:


 





 


(3) For purposes
of the foregoing formulas, (i) “A” equals the number of Class A Units outstanding on the Company Record Date
for such Distribution Period; (ii) “B” equals the number of Class B Units outstanding on the Company Record
Date for such Distribution Period; (iii) “Y” equals the number of days in the Distribution Period; and (iv) “X”
equals the number of days in the Distribution Period for which the Class B Units were issued and outstanding.


 


The Class A Share shall
be distributed pro rata among Partners holding Class A Units on the Company Record Date for the Distribution Period in accordance
with the number of Class A Units held by each Partner on such Company Record Date; provided, however, that in no event may
a Partner receive a distribution of Available Cash with respect to a Class A Unit if a Partner is entitled to receive a distribution
with respect to a Share for which such Class A Unit has been redeemed or exchanged.  If Class B Units were issued
on the same date, the Class B Share shall be distributed pro rata among the Partners holding Class B Units on the Company
Record Date for the Distribution Period in accordance with the number of Class B Units held by each Partner on such Company
Record Date.  In no event shall any Class B Units be entitled to receive any distribution of Available Cash for any Distribution
Period ending prior to the date on which such Class B Units are issued.


 


D. Distributions When Class
B Units Have Been Issued on Different Dates. If Class B Units which have been issued on different dates are outstanding on
the Company Record Date for any Distribution Period, then the Class B Units issued on each particular date shall be treated
as a separate series of Units for purposes of making the allocation of Available Cash for such Distribution Period among the holders
of Units (and the formula for making such allocation, and the definitions of variables used therein, shall be modified accordingly). 
Thus, for example, if two series of Class B Units are outstanding on the Company Record Date for any Distribution Period,
the allocation formula for each series, “Series B1” and “Series B2” would be as follows:


 


(1) Series B1
shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:


 





 


(2) Series B2 shall
receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:


 





 


(3) For purposes
of the foregoing formulas the definitions set forth in Section 5.1.C(3) remain the same except that (i) “B1”
equals the number of Units in Series B1 outstanding on the Company Record Date for such Distribution Period; (ii) “B2”
equals the number of Units in Series B2 outstanding on the Company Record Date for such Distribution Period; (iii) “X1”
equals the number of days in the Distribution Period for which the Units in Series B1 were issued and outstanding; and (iv) “X2”
equals the number of days in the Distribution Period for which the Units in Series B2 were issued and outstanding.”


 






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		7.	Amendment to Section 8.6. Section 8.6(i) is hereby replaced in its entirety with the following:



 


“(i) Subject to Section 8.6.C and Section 11.6.E,
at any time on or after one (1) year following the date of the initial issuance thereof (which, in the event of the transfer
of a Class A Unit or Class B Unit, shall be deemed to be the date that the Class A Unit or such Class B Unit,
as the case may be, was issued to the original recipient thereof for purposes of this Section 8.6), the holder
of a Class A Unit (if other than the Managing Member or any Subsidiary of the Managing Member), including any LTIP Units that
are converted into Class A Units, shall have the right (the “Redemption Right”) to require the Partnership
to redeem such Class A Unit, with such redemption to occur on the Specified Redemption Date and at a redemption price equal
to and in the form of the Cash Amount to be paid by the Partnership.  Any such Redemption Right shall be exercised pursuant
to a Notice of Redemption delivered to the Partnership (with a copy to the Managing Member) by the holder of the Partnership Units
who is exercising the Redemption Right (the “Redeeming Partner”).  A Non-Managing Member may exercise
the Redemption Right from time to time, without limitation as to frequency, with respect to part or all of the Partnership Units
that it owns, as selected by the Non-Managing Member, provided, however, that a Non-Managing Member may not exercise the Redemption
Right for fewer than one thousand (1,000) Partnership Units of a particular class unless such Redeeming Partner then holds fewer
than one thousand (1,000) Partnership Units in that class, in which event the Redeeming Partner must exercise the Redemption Right
for all of the Partnership Units held by such Redeeming Partner in that class, and provided further that, with respect to a Non-Managing
Member which is an entity, such Non-Managing Member may exercise the Redemption Right for fewer than one thousand (1,000) Units
without regard to whether or not such Non-Managing Member is exercising the Redemption Right for all of the Units held by such
Non-Managing Member as long as such Non-Managing Member is exercising the Redemption Right on behalf of one or more of its equity
owners in respect of one hundred percent (100%) of such equity owners’ interests in such Non-Managing Member.  For purposes
hereof, a Class A Unit issued upon conversion of a Class B Unit shall be deemed to have been issued when the Class B
Unit was issued.”


 


		8.	Amendment to Exhibit C. Paragraph E of Exhibit C is hereby amended to add “and Class
B Units” after the words “Class A Units.”



 


		9.	Except as modified herein, all terms and conditions of the Operating Agreement shall remain in
full force and effect, which terms and conditions the Managing Member hereby ratifies and confirms.



 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
the undersigned has executed and agrees to be bound by this Amendment as of the date first written above.


 


	 	MANAGING MEMBER:
	 	 
	 	JERNIGAN CAPITAL, INC., a Maryland corporation
	 	 	 
	 	By:	/s/ John A. Good
	 	Name:	John A. Good
	 	Title: 	Chief Executive Officer 


 






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