0001193125-14-312071 Sample Contracts

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

Dealer Manager Agreement • August 18th, 2014 • NexPoint Capital, Inc. • Delaware

• Contract Type
  Dealer Manager Agreement
• Filed
  August 18th, 2014
• Company
  NexPoint Capital, Inc.
• Jurisdiction
  Delaware

FORM OF ESCROW AGREEMENT

Escrow Agreement • August 18th, 2014 • NexPoint Capital, Inc. • Missouri

• Contract Type
  Escrow Agreement
• Filed
  August 18th, 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”).