0001193125-15-286364 Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P.
Nexpoint Multifamily Realty Trust, Inc. • August 11th, 2015 • Real estate investment trusts • Delaware
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ADVISORY AGREEMENT
Advisory 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, 2015
Dealer 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

ESCROW AGREEMENT
Escrow Agreement • August 11th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 10th day of August, 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”).

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