0001193125-15-250216 Sample Contracts

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Delaware
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FORM OF ADVISORY AGREEMENT
Advisory Agreement • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Texas

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

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 • July 10th, 2015 • Nexpoint Multifamily Realty Trust, Inc. • Real estate investment trusts • Maryland
FORM OF ESCROW AGREEMENT
Escrow Agreement • July 10th, 2015 • 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 , 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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