Exhibit 10.1


 


AMENDMENT
NO. 2 TO

LOAN AGREEMENT


 


THIS AMENDMENT NO.
2 TO LOAN AGREEMENT (this “Amendment”), is made and entered into as of July 2, 2015 (the “Effective
Date”), by and between UNITED DEVELOPMENT FUNDING IV, a Maryland real estate investment trust (the “Borrower”),
and WATERFALL EDEN MASTER FUND, LTD., WATERFALL SANDSTONE FUND, LP and HEDCO ABS, LTD. (collectively, the “Lender”).


 


RECITALS


 


WHEREAS, the Borrower
has entered into a Loan Agreement, dated as of July 2, 2014, as amended by Amendment No. 1 thereto dated as of October 14, 2014
(as amended from time to time, the “Loan Agreement”) with Waterfall Finance 4, LLC (the “Original Lender”);


 


WHEREAS, effective
as of January 20, 2015, pursuant to an Assignment and Assumption Agreement by and among the Borrower, the Original Lender and the
Lender, the Original Lender has assigned to the Lender all of its rights and obligations as a lender under the Loan Agreement,
the Loan Documents and any other documents or instruments delivered pursuant thereto; and


 


WHEREAS, the parties
hereto desire to amend the Loan Agreement as provided herein.


 


NOW THEREFORE, in consideration
of the premises and the agreements contained herein, the parties to this Amendment hereby agree as follows:


 


Article
I 





 


DEFINITIONS


 


Capitalized terms used
and not otherwise defined herein have the respective meanings assigned to such terms in the Loan Agreement.


 


Article
II


 


AMENDMENTS TO THE LOAN AGREEMENT


 


Section 2.01         Amendments
to Defined Terms.


 


		(a)	The defined term “Note” in Section 1.1
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 


““Note”
means the Amended and Restated Promissory Note dated as of July 2, 2015 in the original principal amount of the Committed Sum executed
by Borrower and payable to the order of Lender, in form and substance satisfactory to Lender, and all renewals, amendments, extensions,
replacements, increases and modifications thereof.”


 




    	 



    	 



    

  


		(b)	A new defined term “Qualified Financing Transaction”
is hereby added to Section 1.1 of the Loan Agreement to read as follows:



 


““Qualified Financing
Transaction” means one or more or a series of financing transactions in which the Borrower raises gross proceeds of not
less than $50,000,000 (Fifty Million Dollars) pursuant to the issuance of debt or equity securities; provided that such securities
are issued on terms reasonably satisfactory to Lender in its sole discretion.”


 


Section 2.02         Amendments
to Operative Provisions. Section 7.15 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“7.15         Prepayment
of Indebtedness. The Borrower may not prepay the Indebtedness prior to the Maturity Date; provided that if the Borrower consummates
a Qualifying Financing Transaction prior to the Maturity Date, the Borrower shall use the proceeds of such Qualifying Financing
Transaction to prepay the Indebtedness without prepayment fee or penalty. During the Extension Period, the borrower may prepay
the Indebtedness without fee or penalty.”


 


Article
III


 


CONDITIONS PRECEDENT TO AMENDMENT OF THE LOAN AGREEMENT


 


Section 3.01         As
a condition precedent to the effectiveness of this Amendment, the Lender shall have received the following items from Borrower:


 


Section 3.02         A
bring-down opinion of Borrower’s counsel with respect to the opinion delivered by such counsel in connection with the closing
of the Original Loan Agreement; and


 


Section 3.03         An
amendment fee in the amount of $175,000.


 


Article
IV


 


MISCELLANEOUS


 


Section 4.01         Loan
Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, all of the terms and conditions of the
Loan Agreement shall remain in full force and effect. All references to the Loan Agreement in any other document or instrument
shall be deemed to mean such Loan Agreement as amended by this Amendment. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any
provision contained therein, except as specifically set forth herein. This Amendment shall not constitute a novation of the Loan
Agreement but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Loan
Agreement, as amended by this Amendment, as though the terms and obligations of this Amendment were set forth in the Loan Agreement.


 


Section 4.02         Reaffirmation
of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all of
its covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby and agrees
that all such covenants, representations and warranties shall be deemed to have been remade as of the date of this Amendment.


 




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Section 4.03         Representations
and Warranties. The Borrower hereby represents and warrants that (i) this Amendment constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Default or
Event of Default shall exist under the Loan Agreement.


 


Section 4.04         Prior
Understandings. This Amendment sets forth the entire understanding of the parties relating to the subject matter hereof, and
supersedes all prior understandings and agreements, written or oral.


 


Section 4.05         Counterparts.
This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each
of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same
instrument.


 


Section 4.06         Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


Section 4.07         Headings.
The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation
of this Amendment or any provision hereof.


 


Section 4.08         GOVERNING
LAW; VENUE. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT,
THE RELATIONSHIP OF THE PARTIES HERETO AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO
HEREBY AGREES TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS
LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED
UPON FORUM NON-CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


Section 4.09         Waiver
of Notice. Each of the parties hereto hereby waives any notice in connection with the execution and delivery of this Amendment.


 


Section 4.10         Effectiveness.
Subject to the satisfaction of the conditions precedent set forth in Article III, this Amendment shall be effective as of
the Effective Date.


 




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


 


	 	UNITED DEVELOPMENT FUNDING IV
	 	 
	 	By:	/s/ Hollis Greenlaw
	 	Name:	Hollis Greenlaw
	 	Title:	Chief Executive Officer
	 	 	 
	 	WATERFALL EDEN MASTER FUND, LTD.
	 	 	 
	 	By:	/s/ Kenneth Nick
	 	Name:	Kenneth Nick
	 	Title:	Authorized Person
	 	 	 
	 	WATERFALL SANDSTONE FUND, LP
	 	 	 
	 	By:	/s/ Kenneth Nick
	 	Name:	Kenneth Nick
	 	Title:	Authorized Person
	 	 	 
	 	HEDCO ABS, LTD.
	 	 	 
	 	By:	/s/ Kenneth Nick
	 	Name:	Kenneth Nick
	 	Title:	Authorized Person