AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P.Nexpoint Multifamily Realty Trust, Inc. • August 11th, 2015 • Real estate investment trusts • Delaware
ADVISORY AGREEMENTAdvisory Agreement • August 11th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Texas
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the 10th day of August, 2015, by and among NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), and NEXPOINT REAL ESTATE ADVISORS II, L.P., a Delaware limited partnership (the “Advisor”).
DEALER MANAGER AGREEMENT NexPoint Multifamily Realty Trust, Inc. Up to $1,100,000,000 of Shares of Common Stock, $0.01 par value per share August 10, 2015Dealer Manager Agreement • August 11th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Maryland
NexPoint Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), intends to qualify to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2015, or the first year during which the Company begins material operations, if later. The Company proposes to offer (a) up to $1,000,000,000 of Class A and Class T shares of common stock, $0.01 par value per share (the “Offered Shares”), at an initial offering price of $10.00 per Class A Share and $9.35 per Class T Share in the primary offering (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Primary Offering”) and (b) up to $100,000,000 of Offered Shares for a purchase price of $9.50 per Class A Share and $8.88 per Class T Share for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”), al
GUARANTYGuaranty • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of April 7, 2016, executed and delivered by the undersigned (“Guarantor”), in favor of (a) KEYBANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Credit Agreement dated as of even date herewith, by and among HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (jointly and severally, the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders.
FORM OF ADVISORY AGREEMENTForm of Advisory Agreement • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Texas
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the day of [ ], 2015, by and among NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), and NEXPOINT REAL ESTATE ADVISORS II, L.P., a Delaware limited partnership (the “Advisor”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2015 by and among NexPoint Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), Highland Capital Funds Distributor, Inc., a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • January 21st, 2016 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Missouri
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of January, 2016 by and among NexPoint Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), Highland Capital Funds Distributor, Inc., a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”). This Agreement amends and restates in its entirety the Escrow Agreement dated August 10, 2015, entered into by and among the parties hereto (the “Original Escrow Agreement”).
PLEDGE AND SECURITY AGREEMENT (Equity Issuance Proceeds)Pledge and Security Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of April 7, 2016 and is made by NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation having an address at 300 Crescent Court, Suite 700, Dallas, Texas 75201, (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Bridge Credit Agreement (as hereinafter defined) (collectively referred to as “Lenders” and each individually referred to as a “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 24th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 18th day of August, 2016, by NREA SOV INVESTORS, LLC, a Texas limited partnership (“Pledgor”), having an address at c/o NexPoint Multifamily Operating Partnership, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201, for the benefit of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the lenders party thereto from time to time (the “Lenders”) under that certain Bridge Credit Agreement dated as of August 5, 2015 by and among Highland Capital Management L.P. and NexPoint Multifamily Operating Partnership, L.P. (collectively, “Borrowers”), the Administrative Agent and Lenders, as amended by that certain First Amendment to Revolving Credit Agreement dated as of even date herewith by and among Borrower, Administrative Agent and Lenders (as may be further amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”); and
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 7th day of April, 2016, by NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Pledgor”), having an address at 300 Crescent Court, Suite 700, Dallas, Texas 75201, for the benefit of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the lenders party thereto from time to time (the “Lenders”) under that certain Revolving Credit Agreement dated as of April 7, 2016 by and among Pledgor, the Administrative Agent and Lenders (as may be amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”); and
NEXPOINT MULTIFAMILY REALTY TRUST, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTNexpoint Multifamily Realty Trust, Inc. • January 22nd, 2015 • Real estate investment trusts • Maryland
THIS AGREEMENT1 (the “Agreement”) is made and entered into as of the day and date on the last page hereof (the “Award Date”), by and between NexPoint Multifamily Realty Trust, Inc. (the “Company”), a Maryland corporation, and the individual Recipient noted above (the “Recipient”).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 13th, 2017 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of April 7, 2017 (the “Effective Date”) by and among, HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, such parties being referred to individually as a “Borrower” and collectively as the “Borrowers”), the banks and financial institutions listed on the signature pages hereof as Lenders, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AGREEMENT REGARDING CERTAIN VOLUME DISCOUNT SALESAgreement Regarding Certain Volume Discount Sales • September 14th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts
This agreement (this “Agreement”), effective as of September 14, 2016, is entered into by and among NEXPOINT MULTIFAMILY CAPITAL TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT REAL ESTATE ADVISORS II, L.P., a Delaware limited partnership, the Company’s advisor (the “Advisor”), and HIGHLAND CAPITAL FUNDS DISTRIBUTOR, INC., a Delaware corporation, the Company’s exclusive dealer manager (the “Dealer Manager”) for the Offering (as defined below).
SECOND AMENDMENT TO DEALER MANAGER AGREEMENTDealer Manager Agreement • September 9th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO THE DEALER MANAGER AGREEMENT (this “Amendment”), effective as of September 7, 2016, is entered into by and among NEXPOINT MULTIFAMILY CAPITAL TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT REAL ESTATE ADVISORS II, L.P., a Delaware limited partnership, the Company’s advisor (the “Advisor”), and HIGHLAND CAPITAL FUNDS DISTRIBUTOR, INC., a Delaware corporation, the Company’s exclusive dealer manager for the Offering (the “Dealer Manager”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).
FIRST AMENDMENT TO DEALER MANAGER AGREEMENTDealer Manager Agreement • March 25th, 2016 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO THE DEALER MANAGER AGREEMENT (this “Amendment”), effective as of March 23, 2016, is entered into by and between NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT REAL ESTATE ADVISORS II, L.P., a Delaware limited partnership and the Company’s advisor (the “Advisor”), and HIGHLAND CAPITAL FUNDS DISTRIBUTOR, INC., a Delaware corporation and the Company’s exclusive dealer manager for the Offering (the “Dealer Manager”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 13th, 2017 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of October 3, 2017 (the “Effective Date”) by and among, HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, such parties being referred to individually as a “Borrower” and collectively as the “Borrowers”), the banks and financial institutions listed on the signature pages hereof as Lenders, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
CONTRIBUTION AGREEMENTContribution Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of April 7, 2016 by and among NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Contributor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Exhibit A.
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 6th, 2017 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of October 3, 2017 (the “Effective Date”) by and among, HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, such parties being referred to individually as a “Borrower” and collectively as the “Borrowers”), the banks and financial institutions listed on the signature pages hereof as Lenders, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
REVOLVING CREDIT AGREEMENT dated as of April 7, 2016 among HIGHLAND CAPITAL MANAGEMENT L.P. and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., as Borrowers and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative AgentRevolving Credit Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
With respect to the definition of “Borrower” or “Borrowers” hereunder or in any other Loan Document, except where the context otherwise provides and whether or not expressly stated, (i) any representations contained herein or in any other Loan Documents of Borrower shall be made separately by each Borrower with respect to and applicable to such Borrower, (ii) any affirmative covenants contained herein or in any other Loan Documents shall be deemed to be covenants of each Borrower and shall require performance by all Borrowers, (iii) any negative covenants contained herein or in any other Loan Documents shall be deemed to be covenants of each Borrower, and shall be breached if any Borrower fails to comply therewith, and (iv) any liabilities, obligations or indebtedness of Borrower (1) shall be deemed to include any liabilities, obligations or indebtedness of any Borrower, and (2) in all events shall be direct and primary, and joint and several, in all respects whatsoever. Each Person co
FORM OF DEALER MANAGER AGREEMENT NexPoint Multifamily Realty Trust, Inc. Up to $1,100,000,000 of Shares of Common Stock, $0.01 par value per shareForm of Dealer Manager Agreement • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Maryland
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 11th, 2017 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of June 30, 2017 (the “Effective Date”) by and among, HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, such parties being referred to individually as a “Borrower” and collectively as the “Borrowers”), the banks and financial institutions listed on the signature pages hereof as Lenders, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 24th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of August 18, 2016 (the “Effective Date”) by and among , HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, such parties being referred to individually as a “Borrower” and collectively as the “Borrowers”), the banks and financial institutions listed on the signature pages hereof as Lenders, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P.Nexpoint Multifamily Realty Trust, Inc. • November 14th, 2014 • Real estate investment trusts • Delaware
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • Texas
PURCHASE AND SALE AGREEMENT, dated as of April 7, 2016 (this “Agreement”), between Cornerstone Healthcare Group Holding, Inc., a Delaware corporation, as seller (“Seller”), and NexPoint Multifamily Operating Partnership, L.P., a Delaware limited partnership, as purchaser (“Purchaser”) (each of Seller and Purchaser, a “Party” and, together, the “Parties”).
