EX-10.4





 Exhibit 10.4 

FIRST AMENDMENT 
 TO

 MANAGEMENT AGREEMENT 

This First Amendment to Management Agreement (this “Amendment”) is entered into as of [•], 2020 by and among NexPoint
Real Estate Finance, Inc., a Maryland corporation (the “Company”), and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “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 February 6, 2020 (the “Management
Agreement”). 
 B. In accordance with Section 13(b) of the Management Agreement, the parties hereto desire to amend certain
provisions of the Management Agreement as set forth herein. 
 Agreement 

Section 1. Definitions. The definition of “Equity” as set forth in Section 1 of the Management Agreement is hereby
amended and restated in its entirety to read as follows: 
 “‘Equity’ means (a) the sum of
(i) total stockholders’ equity immediately prior to the Offering Date, plus (ii) the net proceeds received by the Company from all issuances of the Company’s equity securities in and after the IPO, plus (iii) the
Company’s cumulative Core Earnings from and after the Offering Date to the end of the most recently completed calendar quarter, (b) less (i) any distributions to the Stockholders from and after the Offering Date to the end of the most
recently completed calendar quarter and (ii) all amounts that the Company or any of its subsidiaries has paid to repurchase for cash the shares of the Company’s equity securities from and after the Offering Date to the end of the most
recently completed calendar quarter. In the Company’s calculation of Equity, the Company will adjust its calculation of Core Earnings to remove the compensation expense relating to awards granted under one or more of its long-term incentive
plans that is added back in the calculation of Core Earnings. Additionally, for the avoidance of doubt, Equity does not include the assets contributed to the Company in the Formation Transaction.” 

Section 2. 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. The
provisions of this Agreement are independent and severable from each other and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part. 
 (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, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. 

[Signature Page Follows] 

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

			
	 NEXPOINT REAL ESTATE FINANCE, INC.

		
	By:	 	 
	Name:	 	Brian Mitts
	 Title: 
	 	 Chief Financial Officer, Executive
 VP-Finance, Secretary and Treasurer



  

			
	 NEXPOINT REAL ESTATE ADVISORS VII, L.P.

		
	By:	 	 
	Name:	 	Brian Mitts
	 Title: 
	 	 Chief Financial Officer, Executive
 VP-Finance, Secretary and Treasurer