0001193125-14-413404 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • November 14th, 2014 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Texas

This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the day of [ ], 2014, 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”).

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FORM OF 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
Dealer Manager Agreement • November 14th, 2014 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Maryland
FORM OF ESCROW AGREEMENT
Escrow Agreement • November 14th, 2014 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2014 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”).

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • November 14th, 2014 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Delaware
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