0001193125-14-277495 Sample Contracts

FORM OF DEALER MANAGER AGREEMENT NexPoint Capital, Inc. Up to 150,000,000 Shares of Common Stock, $0.001 par value per share

Dealer Manager Agreement • July 24th, 2014 • NexPoint Capital, Inc. • Delaware

• Contract Type
  Dealer Manager Agreement
• Filed
  July 24th, 2014
• Company
  NexPoint Capital, Inc.
• Jurisdiction
  Delaware

FORM OF ESCROW AGREEMENT

Form of Escrow Agreement • July 24th, 2014 • NexPoint Capital, Inc. • Missouri

• Contract Type
  Form of Escrow Agreement
• Filed
  July 24th, 2014
• Company
  NexPoint Capital, Inc.
• Jurisdiction
  Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2014 by and among NexPoint Capital, Inc., a Delaware 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”).

NEXPOINT CAPITAL, INC. ADMINISTRATION AGREEMENT

Administration Agreement • July 24th, 2014 • NexPoint Capital, Inc. • New York

• Contract Type
  Administration Agreement
• Filed
  July 24th, 2014
• Company
  NexPoint Capital, Inc.
• Jurisdiction
  New York

This Administration Agreement is hereby made as of the [—] day of [—] 2014 (the “Agreement”), between NexPoint Capital, Inc., a Delaware corporation (the “Company”) and NexPoint Advisors, L.P., a Delaware limited partnership (the “Administrator”).