X0306 4 2020-05-29 0 0001786248 NexPoint Real Estate Finance, Inc. NREF 0001228922 DONDERO JAMES D 300 CRESCENT COURT, SUITE 700 DALLAS TX 75201 1 1 0 0 President OP Units 2020-05-29 4 J 0 395034 A Common Stock 395034 395034 I See Footnote Represents common units of limited partnership interest (the "OP Units") in NexPoint Real Estate Finance Operating Partnership, L.P., the Issuer's operating partnership (the "OP"). The OP Units are redeemable, beginning on May 29, 2021, for cash equal to the then current-market value of one share of the Issuer's common stock or, at the election of the Issuer and only after receiving the approval of the Issuer's stockholders, for shares of the Issuer's common stock on a one-for-one basis. The OP Units were issued in connection with a contribution agreement, pursuant to which the reporting person contributed his interest in an entity to the OP. The OP Units are vested as of the date of issuance. The OP Units have no expiration date. These OP Units are held by a trust, of which Mr. Dondero is the beneficiary. Mr. Dondero disclaims beneficial ownership of such OP Units. /s/ Lauren Thedford, as attorney-in-fact for James Dondero 2020-05-29