Common use of PROMOTION OF DEALER MANAGER RELATIONSHIP Clause in Contracts

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Trust, Inc. By: Name: Xxxxx Xxxxx Title: Chief Financial Officer and Executive VP-Finance By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. By: Name: Title: Accepted and agreed as of the date first above written: Highland Capital Funds Distributor, Inc. By: Name: Xxxxx Xxxx Title: President Ladies and Gentlemen: Highland Capital Funds Distributor, Inc., a Delaware corporation, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Trust, Inc., a Maryland corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on registered public offering (the “Follow-On Offering”), unless, in connection with the Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company and the Advisor, dated [ ], 2015 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the Follow-On Offering (the “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Trust, Inc. SIERRA INCOME CORPORATION By: Name: Xxxx Xxxxx Title: Chairman and Chief Executive Officer SIC ADVISORS LLC By: Name: Xxxx Xxxxx Title: Chief Financial Executive Officer and Executive VP-Finance By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. By: Name: Title: Accepted and agreed as of the date first above written: Highland Capital Funds DistributorSC DISTRIBUTORS, Inc. LLC By: Name: Xxxxxxx X. Xxxxxx Title: President 1. Registration Statement on Form N-2, Commission File No. 333-175624 2. Registration Statement on Form N-2, Commission File No. 333-200595 Accepted and agreed to by the Company, the Advisor and the Dealer Manager as of October 9, 2015. SIERRA INCOME CORPORATION By: Name: Xxxx Xxxxx Title: Chairman and Chief Executive Officer SIC ADVISORS LLC By: Name: Xxxx Xxxxx Title: SC DISTRIBUTORS, LLC By: Name: Xxxxxxx X. Xxxxxx Title: President Ladies and Gentlemen: Highland Capital Funds DistributorSC Distributors, Inc.LLC, a Delaware corporationlimited liability company, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Trust, Inc.Sierra Income Corporation, a Maryland corporation Corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 0.001 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on a registered public offering (the a “Follow-On Offering”), unless, in connection with the such Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company Manager and the AdvisorCompany, dated [ ]January , 2015 2012 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the a Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the such Follow-On Offering (the each, a “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Trust, Inc. By: Name: Xxxxx Xxxxx Title: Chief Financial Officer and Executive VP-Finance By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors IIIII, L.P. By: Name: Title: Accepted and agreed as of the date first above written: Highland Capital Funds Distributor, Inc. By: Name: Xxxxx Xxxx Title: President Ladies and Gentlemen: Highland Capital Funds Distributor, Inc., a Delaware corporation, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Trust, Inc., a Maryland corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on On registered public offering (the “Follow-On Offering”), unless, in connection with the Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company Manager and the AdvisorCompany, dated [ ], 2015 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the Follow-On Offering (the “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Trust, Inc. SIERRA INCOME CORPORATION By: Name: Xxxxx Xxxx Xxxxx Title: Chairman and Chief Financial Executive Officer and Executive VP-Finance By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. “ADVISOR” SIC ADVISORS LLC By: Name: Xxxx Xxxxx Title: Accepted and agreed as of the date first above written: Highland Capital Funds Distributor“DEALER MANAGER” SC DISTRIBUTORS, Inc. LLC By: Name: Xxxxxxx X. Xxxxxx Title: President 1. Registration Statement on Form N-2, Commission File No. 333-175624 2. Registration Statement on Form N-2, Commission File No. 333-200595 Accepted and agreed to by the Company, the Advisor and the Dealer Manager as of [ ], 2015. SIERRA INCOME CORPORATION By: Name: Xxxx Xxxxx Title: Chairman and Chief Executive Officer SIC ADVISORS LLC By: Name: Xxxx Xxxxx Title: SC DISTRIBUTORS, LLC By: Name: Xxxxxxx X. Xxxxxx Title: President , 2015 Ladies and Gentlemen: Highland Capital Funds DistributorSC Distributors, Inc.LLC, a Delaware corporationlimited liability company, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Trust, Inc.Sierra Income Corporation, a Maryland corporation Corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 0.001 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on a registered public offering (the a “Follow-On Offering”), unless, in connection with the such Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company Manager and the AdvisorCompany, dated [ ]January _, 2015 2012 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the a Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the such Follow-On Offering (the each, a “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Multifamily Realty Trust, Inc. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer Officer, Executive VP – Finance and Executive VP-Finance Treasurer By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Secretary Accepted and agreed as of the date first above written: Highland Capital Funds Distributor, Inc. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President , 2015 Ladies and Gentlemen: Highland Capital Funds Distributor, Inc., a Delaware corporation, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on registered public offering (the “Follow-On Offering”), unless, in connection with the Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company and the Advisor, dated [ ], 2015 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the Follow-On Offering (the “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Multifamily Realty Trust, Inc. By: Name: Xxxxx Xxxxx Title: Chief Financial Officer and Executive VP-Finance By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. By: Name: Title: Accepted and agreed as of the date first above written: Highland Capital Funds Distributor, Inc. By: Name: Xxxxx Xxxx Title: President Ladies and Gentlemen: Highland Capital Funds Distributor, Inc., a Delaware corporation, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on On registered public offering (the “Follow-On Offering”), unless, in connection with the Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company Manager and the AdvisorCompany, dated [ ], 2015 2014 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the Follow-On Offering (the “Follow-On Dealer Manager Agreement”).

PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. Very truly yours, NexPoint Hospitality Multifamily Realty Trust, Inc. By: Name: Xxxxx Xxxxx Title: Chief Financial Officer Officer, Executive VP – Finance and Executive VP-Finance Treasurer By NexPoint Real Estate Advisors GP, LLC, as general partner of NexPoint Real Estate Advisors II, L.P. By: Name: Title: Accepted and agreed as of the date first above written: Highland Capital Funds Distributor, Inc. By: Name: Xxxxx Xxxx Title: President , 2015 Ladies and Gentlemen: Highland Capital Funds Distributor, Inc., a Delaware corporation, as the dealer manager (“Dealer Manager”) for NexPoint Hospitality Multifamily Realty Trust, Inc., a Maryland corporation (the “Company”), invites you (“Dealer”) to participate in the distribution of shares of Class A and Class T common stock, $0.01 par value per share, of the Company (collectively, the “Shares”), as well as the distribution of Shares that may be offered by the Company from time to time hereafter in the follow-on registered public offering (the “Follow-On Offering”), unless, in connection with the Follow-On Offering, the Company or the Dealer Manager indicates otherwise, subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager, the Company and the Advisor, dated [ ], 2015 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”) and, in the event of the Follow-On Offering, the applicable Dealer Manager Agreement entered into between the Dealer Manager and the Company in connection with the Follow-On Offering (the “Follow-On Dealer Manager Agreement”).