NexPoint Hospitality Trust, Inc. Sample Contracts

FORM OF DEALER MANAGER AGREEMENT NexPoint Hospitality Trust, Inc. Up to $1,100,000,000 of Shares of Common Stock, $0.01 par value per share
Dealer Manager Agreement • October 20th, 2015 • NexPoint Hospitality Trust, Inc. • Real estate investment trusts • Maryland
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FORM OF ADVISORY AGREEMENT
Form of Advisory Agreement • October 20th, 2015 • NexPoint Hospitality 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 HOSPITALITY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT HOSPITALITY, L.P., a Delaware limited partnership (the “Partnership”), and NEXPOINT REAL ESTATE ADVISORS III, L.P., a Delaware limited partnership (the “Advisor”).

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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • October 20th, 2015 • NexPoint Hospitality 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 Hospitality 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”).

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FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT HOSPITALITY, L.P.
NexPoint Hospitality Trust, Inc. • October 20th, 2015 • Real estate investment trusts • Delaware
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FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT HOSPITALITY, L.P.
NexPoint Hospitality Trust, Inc. • February 25th, 2015 • Delaware
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NEXPOINT HOSPITALITY TRUST, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2015 • NexPoint Hospitality Trust, Inc. • 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 Hospitality Trust, Inc. (the “Company”), a Maryland corporation, and the individual Recipient noted above (the “Recipient”).

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