Common use of Contribution of Interests Clause in Contracts

Contribution of Interests. The parties hereto acknowledge and agree that a series of contributions shall take place as set forth below. a. First, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Initial Contribution”): (i) NexPoint WLIF, Series I shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NexPoint WLIF, Series I, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF I Borrower, LLC, (the “NexPoint WLIF I Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (ii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NRESF, aggregate principal amount of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇ ▇▇▇▇”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the ▇▇▇▇▇ ▇▇▇▇, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (iii) Highland Global shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from Highland Global, aggregate principal amount of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “Highland Global KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the Highland Global KF60, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (iv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NHF, aggregate principal amount of its FREMF 2019-KF72 C Float –▇▇▇▇▇▇▇▇▇ (the “NHF KF72-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-A, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (v) NexPoint WLIF, Series II shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from NexPoint WLIF, Series II, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF II Borrower, LLC, (the “NexPoint WLIF II Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP II; (vi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from HIF, of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “HIF KF60-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP II; (vii) NREC TRS shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC TRS, all of its rights, title and limited liability company interest in, to and under HMCF PB Investors, LLC (“Marbella”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (viii) NREC shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC, all of its rights, title and limited liability company interest in, to and under NREC WW Investors, LLC (“Whisperwood”) and NREA Ashley Village Investors, LLC (“Ashley Village”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Whisperwood and Ashley Village, free and clear of all liens and encumbrances, in exchange for and common partnership units of NREF OP IV, respectively; (ix) ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT, all of their respective rights, title and limited liability company interest in, to and under NREA Crossings Ridgewood Coinvestment, LLC (“Crossings at Ridgewood”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Crossings at Ridgewood, free and clear of all liens and encumbrances, in exchange for , , and common partnership units of NREF OP IV, respectively, and such transfer is hereby approved by ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT and this Agreement is hereby deemed to be written consent of such approval as required by the LLC agreement of Crossings at Ridgewood; (x) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, all of its rights, title and interest in, to and under 32,000 shares of Series A preferred stock (the “NHF Preferred Stock”) of ▇▇▇▇▇▇▇▇ Capital, Inc. (“JCAP”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, all of its rights, title and interest in, to and under 7,200 shares of Series A preferred stock (the “HIF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NRESF, all of its rights, title and interest in, to and under 800 shares of Series A preferred stock (the “NRESF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xiii) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, aggregate principal amount of its FREMF 2019-KF60 C Float –▇▇▇▇▇▇▇▇▇ (the “HIF KF60-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-B, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xiv) NexPoint Capital shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NexPoint Capital, aggregate principal amount of its FREMF 2019-KF60 C Float –▇▇▇▇▇▇▇▇▇ (the “NexPoint Capital KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint Capital KF60, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; and (xv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, aggregate principal amount of its FREMF 2019-KF72 C Float –▇▇▇▇▇▇▇▇▇ (the “NHF KF72-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV. b. Second, immediately following the Initial Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Second Contribution”): (i) NREF OP I shall contribute, convey, assign, transfer and deliver to NREF OP I Holdco, and NREF OP I Holdco shall accept from NREF OP I, all of its rights, title and interest in, to and under the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I Holdco; (ii) NREF OP II shall contribute, convey, assign, transfer and deliver to NREF OP II Holdco, and NREF OP II Holdco shall accept from NREF OP II, all of its rights, title and interest in, to and under the NexPoint WLIF II Borrower Interest and HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest and HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP II Holdco; and (iii) NREF OP IV shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub, and NREF OP IV REIT Sub shall accept from NREF OP IV, all of its rights, title and interest in, to and under Marbella, Whisperwood, Crossings at Ridgewood, Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, Whisperwood, Crossings at Ridgewood, Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for common membership units of NREF OP IV REIT Sub. c. Third, immediately following the Second Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (the “Final Contribution” and collectively with the Initial Contribution and the Second Contribution, the “Contributions”): (i) NREF OP I Holdco shall contribute, convey, assign, transfer and deliver to NREF OP I SubHoldco, and NREF OP I SubHoldco shall accept from NREF OP I Holdco, all of its rights, title and interest in, to and under the NRESF ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I SubHoldco; (ii) NREF OP II Holdco shall contribute, convey, assign, transfer and deliver to NREF OP II SubHoldco, and NREF OP II SubHoldco shall accept from NREF OP II Holdco, all of its rights, title and interest in, to and under the HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interests in NREF OP II SubHoldco; and (iii) NREF OP IV REIT Sub shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub TRS, and NREF OP IV REIT Sub TRS shall accept from NREF OP IV REIT Sub, all of its rights, title and limited liability company interest in, to and under Marbella, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for common membership units of NREF OP IV REIT Sub. To the extent permitted under applicable law, each contribution that constitutes the Initial Contribution is intended, for U.S. federal income tax purposes, to be a tax-deferred contribution of property to a partnership under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). Each contribution that constitutes the Second Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub is intended to be a corporation wholly-owned by NREF OP IV, in each case, at the time of such contribution. Each contribution that constitutes the Final Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes, since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub TRS is intended to be a corporation wholly-owned by NREF OP IV REIT Sub for U.S. federal income tax purposes, in each case, at the time of such contribution. Each of the Contributions shall be treated by the parties to this Agreement in accordance with the foregoing intentions, except to the extent required by applicable law. Upon the request of NREF OP I, NREF OP II, or NREF OP IV (as applicable), each contributor agrees to provide NREF OP I, NREF OP II, or NREF OP IV (as applicable) with information regarding such contributor’s adjusted tax basis in its membership interest in NREF OP I, NREF OP II, or NREF OP IV (as applicable), along with documentation substantiating such amount.

Contribution of Interests. The parties hereto acknowledge and agree that a series of contributions shall take place as set forth below. a. First, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Initial Contribution”): (i) NexPoint WLIF, Series I shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NexPoint WLIF, Series I, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF I Borrower, LLC, (the “NexPoint WLIF I Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (ii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NRESF, aggregate principal amount of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇ ▇▇▇▇”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the ▇▇▇▇▇ ▇▇▇▇, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (iii) Highland Global shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from Highland Global, aggregate principal amount of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “Highland Global KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the Highland Global KF60, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (iv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NHF, aggregate principal amount of its FREMF 2019-KF72 C Float –▇▇▇▇▇▇▇▇▇ (the “NHF KF72-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-A, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP I; (v) NexPoint WLIF, Series II shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from NexPoint WLIF, Series II, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF II Borrower, LLC, (the “NexPoint WLIF II Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP II; (vi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from HIF, of its FREMF 2019-KF60 C Float – ▇▇▇▇▇▇▇▇▇ (the “HIF KF60-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP II; (vii) NREC TRS shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC TRS, all of its rights, title and limited liability company interest in, to and under HMCF PB Investors, LLC (“Marbella”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (viii) NREC shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC, all of its rights, title and limited liability company interest in, to and under NREC WW Investors, LLC (“Whisperwood”) and NREA Ashley Village Investors, LLC (“Ashley Village”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Whisperwood and Ashley Village, free and clear of all liens and encumbrances, in exchange for and common partnership units of NREF OP IV, respectively; (ix) ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT, all of their respective rights, title and limited liability company interest in, to and under NREA Crossings Ridgewood Coinvestment, LLC (“Crossings at Ridgewood”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Crossings at Ridgewood, free and clear of all liens and encumbrances, in exchange for , , and common partnership units of NREF OP IV, respectively, and such transfer is hereby approved by ▇▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT and this Agreement is hereby deemed to be written consent of such approval as required by the LLC agreement of Crossings at Ridgewood; (x) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, all of its rights, title and interest in, to and under 32,000 shares of Series A preferred stock (the “NHF Preferred Stock”) of ▇▇▇▇▇▇▇▇ Capital, Inc. (“JCAP”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, all of its rights, title and interest in, to and under 7,200 shares of Series A preferred stock (the “HIF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NRESF, all of its rights, title and interest in, to and under 800 shares of Series A preferred stock (the “NRESF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF Preferred Stock, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xiii) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, aggregate principal amount of its FREMF 2019-KF60 C Float –▇▇▇▇▇▇▇▇▇ (the “HIF KF60-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-B, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; (xiv) NexPoint Capital shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NexPoint Capital, aggregate principal amount of its FREMF 2019-KF60 C Float –▇▇▇▇▇▇▇▇▇ (the “NexPoint Capital KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint Capital KF60, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV; and (xv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, aggregate principal amount of its FREMF 2019-KF72 C Float –▇▇▇▇▇▇▇▇▇ (the “NHF KF72-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for common partnership units of NREF OP IV. b. Second, immediately following the Initial Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Second Contribution”): (i) NREF OP I shall contribute, convey, assign, transfer and deliver to NREF OP I Holdco, and NREF OP I Holdco shall accept from NREF OP I, all of its rights, title and interest in, to and under the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I Holdco; (ii) NREF OP II shall contribute, convey, assign, transfer and deliver to NREF OP II Holdco, and NREF OP II Holdco shall accept from NREF OP II, all of its rights, title and interest in, to and under the NexPoint WLIF II Borrower Interest and HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest and HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP II Holdco; and (iii) NREF OP IV shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub, and NREF OP IV REIT Sub shall accept from NREF OP IV, all of its rights, title and limited liability company interest in, to and under Marbella, Whisperwood, Crossings at Ridgewood, Ridgewood and Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, Whisperwood, Crossings at Ridgewood, Ridgewood and Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for common membership units of NREF OP IV REIT Sub. c. Third, immediately following the Second Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (the “Final Contribution” and collectively with the Initial Contribution and the Second Contribution, the “Contributions”): (i) NREF OP I Holdco shall contribute, convey, assign, transfer and deliver to NREF OP I SubHoldco, and NREF OP I SubHoldco shall accept from NREF OP I Holdco, all of its rights, title and interest in, to and under the NRESF ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I SubHoldco; (ii) NREF OP II Holdco shall contribute, convey, assign, transfer and deliver to NREF OP II SubHoldco, and NREF OP II SubHoldco shall accept from NREF OP II Holdco, all of its rights, title and interest in, to and under the HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interests in NREF OP II SubHoldco; and (iii) NREF OP IV REIT Sub shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub TRS, and NREF OP IV REIT Sub TRS shall accept from NREF OP IV REIT Sub, all of its rights, title and limited liability company interest in, to and under Marbella, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for common membership units of NREF OP IV REIT Sub. To the extent permitted under applicable law, each contribution that constitutes the Initial Contribution is intended, for U.S. federal income tax purposes, to be a tax-deferred contribution of property to a partnership under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). Each contribution that constitutes the Second Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub is intended to be a corporation wholly-owned by NREF OP IV, in each case, at the time of such contribution. Each contribution that constitutes the Final Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes, since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub TRS is intended to be a corporation wholly-owned by NREF OP IV REIT Sub for U.S. federal income tax purposes, in each case, at the time of such contribution. Each of the Contributions shall be treated by the parties to this Agreement in accordance with the foregoing intentions, except to the extent required by applicable law. Upon the request of NREF OP I, NREF OP II, or NREF OP IV (as applicable), each contributor agrees to provide NREF OP I, NREF OP II, or NREF OP IV (as applicable) with information regarding such contributor’s adjusted tax basis in its membership interest in NREF OP I, NREF OP II, or NREF OP IV (as applicable), along with documentation substantiating such amount.

Contribution of Interests. The parties hereto acknowledge and agree that a series of contributions shall take place as set forth below. a. First, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Initial Contribution”): (i) NexPoint SFR WLIF, Series I shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NexPoint SFR WLIF, Series I, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF I Borrower, LLC, (the “NexPoint WLIF I Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, free and clear of all liens and encumbrances, in exchange for 3,003,834.38 common partnership units of NREF OP I; (ii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NRESF, $1,000,490.05 aggregate principal amount of its FREMF 2019-KF60 C Float – ▇3▇▇▇▇▇▇▇▇ (the “▇N▇▇▇▇ ▇▇▇▇”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the ▇N▇▇▇▇ ▇▇▇▇, free and clear of all liens and encumbrances, in exchange for 12,341.93 common partnership units of NREF OP I; (iii) Highland Global shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from Highland Global, $10,004,896.46 aggregate principal amount of its FREMF 2019-KF60 C Float – ▇3▇▇▇▇▇▇▇▇ (the “Highland Global KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the Highland Global KF60, free and clear of all liens and encumbrances, in exchange for 124,046.02 common partnership units of NREF OP I; (iv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP I, and NREF OP I shall accept from NHF, $26,397,667.87 aggregate principal amount of its FREMF 2019-KF72 C Float –▇3▇▇▇▇▇▇▇▇ (the “NHF KF72-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 397,239.72 common partnership units of NREF OP I; (v) NexPoint SFR WLIF, Series II shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from NexPoint SFR WLIF, Series II, all of its rights, title and limited liability company interest in, to and under NexPoint WLIF II Borrower, LLC, (the “NexPoint WLIF II Borrower Interest”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest, free and clear of all liens and encumbrances, in exchange for 4,334,371.38 common partnership units of NREF OP II; (vi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP II, and NREF OP II shall accept from HIF, $50,601,172.86 of its FREMF 2019-KF60 C Float – ▇3▇▇▇▇▇▇▇▇ (the “HIF KF60-A”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 624,310.73 common partnership units of NREF OP II; (vii) NREC TRS shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC TRS, all of its rights, title and limited liability company interest in, to and under HMCF PB Investors, LLC (“Marbella”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for 242,438.21 common partnership units of NREF OP IV; (viii) NREC shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NREC, all of its rights, title and limited liability company interest in, to and under NREC WW Investors, LLC (“Whisperwood”) and NREA Ashley Village Investors, LLC (“Ashley Village”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Whisperwood and Ashley Village, free and clear of all liens and encumbrances, in exchange for 558,899.31 and 182,925.06 common partnership units of NREF OP IV, respectively; (ix) ▇N▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from ▇N▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT, all of their respective rights, title and limited liability company interest in, to and under NREA Crossings Ridgewood Coinvestment, LLC (“Crossings at Ridgewood”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Crossings at Ridgewood, free and clear of all liens and encumbrances, in exchange for 106,468.36, 53,234.18, and 115,694.15 common partnership units of NREF OP IV, respectively, and such transfer is hereby approved by ▇N▇▇▇, ▇▇▇▇▇ Sub and NexPoint Capital REIT and this Agreement is hereby deemed to be written consent of such approval as required by the LLC agreement of Crossings at Ridgewood; (x) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, all of its rights, title and interest in, to and under 32,000 shares of Series A preferred stock (the “NHF Preferred Stock”) of ▇J▇▇▇▇▇▇▇ Capital, Inc. (“JCAP”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF Preferred Stock, free and clear of all liens and encumbrances, in exchange for 1,625,467.52 common partnership units of NREF OP IV; (xi) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, all of its rights, title and interest in, to and under 7,200 shares of Series A preferred stock (the “HIF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF Preferred Stock, free and clear of all liens and encumbrances, in exchange for 365,730.19 common partnership units of NREF OP IV; (xii) NRESF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NRESF, all of its rights, title and interest in, to and under 800 shares of Series A preferred stock (the “NRESF Preferred Stock”) of JCAP, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF Preferred Stock, free and clear of all liens and encumbrances, in exchange for 40,636.69 common partnership units of NREF OP IV; (xiii) HIF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from HIF, $10,000,000 aggregate principal amount of its FREMF 2019-KF60 C Float –▇3▇▇▇▇▇▇▇▇ (the “HIF KF60-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-B, free and clear of all liens and encumbrances, in exchange for 123,378.71 common partnership units of NREF OP IV; (xiv) NexPoint Capital shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NexPoint Capital, $4,001,958.19 aggregate principal amount of its FREMF 2019-KF60 C Float –▇3▇▇▇▇▇▇▇▇ (the “NexPoint Capital KF60”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint Capital KF60, free and clear of all liens and encumbrances, in exchange for 199,936.75 common partnership units of NREF OP IV; and (xv) NHF shall contribute, convey, assign, transfer and deliver to NREF OP IV, and NREF OP IV shall accept from NHF, $32,263,816.29 aggregate principal amount of its FREMF 2019-KF72 C Float –▇3▇▇▇▇▇▇▇▇ (the “NHF KF72-B”), including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for 485,515.21 common partnership units of NREF OP IV. b. Second, immediately following the Initial Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (collectively, the “Second Contribution”): (i) NREF OP I shall contribute, convey, assign, transfer and deliver to NREF OP I Holdco, and NREF OP I Holdco shall accept from NREF OP I, all of its rights, title and interest in, to and under the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF I Borrower Interest, NRESF KF60, Highland Global KF60 and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I Holdco; (ii) NREF OP II shall contribute, convey, assign, transfer and deliver to NREF OP II Holdco, and NREF OP II Holdco shall accept from NREF OP II, all of its rights, title and interest in, to and under the NexPoint WLIF II Borrower Interest and HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NexPoint WLIF II Borrower Interest and HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP II Holdco; and (iii) NREF OP IV shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub, and NREF OP IV REIT Sub shall accept from NREF OP IV, all of its rights, title and interest in, to and under Marbella, Whisperwood, Crossings at Ridgewood, Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, Whisperwood, Crossings at Ridgewood, Ashley Village, the NHF Preferred Stock, the HIF Preferred Stock, the NRESF Preferred Stock, the HIF KF60-B, the NexPoint Capital KF60 and the NHF KF72-B, free and clear of all liens and encumbrances, in exchange for 1,000 common membership units of NREF OP IV REIT Sub. c. Third, immediately following the Second Contribution, the parties hereto acknowledge and agree that the following contributions shall take place simultaneously (the “Final Contribution” and collectively with the Initial Contribution and the Second Contribution, the “Contributions”): (i) NREF OP I Holdco shall contribute, convey, assign, transfer and deliver to NREF OP I SubHoldco, and NREF OP I SubHoldco shall accept from NREF OP I Holdco, all of its rights, title and interest in, to and under the NRESF ▇K▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the NRESF ▇K▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and NHF KF72-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interest in NREF OP I SubHoldco; (ii) NREF OP II Holdco shall contribute, convey, assign, transfer and deliver to NREF OP II SubHoldco, and NREF OP II SubHoldco shall accept from NREF OP II Holdco, all of its rights, title and interest in, to and under the HIF KF60-A, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of the HIF KF60-A, free and clear of all liens and encumbrances, in exchange for 1,000 membership units representing membership interests in NREF OP II SubHoldco; and (iii) NREF OP IV REIT Sub shall contribute, convey, assign, transfer and deliver to NREF OP IV REIT Sub TRS, and NREF OP IV REIT Sub TRS shall accept from NREF OP IV REIT Sub, all of its rights, title and limited liability company interest in, to and under Marbella, including, without limitation, all voting, consent and financial rights now or hereafter existing and associated with ownership of Marbella, free and clear of all liens and encumbrances, in exchange for 1,000 common membership units of NREF OP IV REIT SubSub TRS. To the extent permitted under applicable law, each contribution that constitutes the Initial Contribution is intended, for U.S. federal income tax purposes, to be a tax-deferred contribution of property to a partnership under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). Each contribution that constitutes the Second Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub is intended to be a corporation wholly-owned by NREF OP IV, in each case, at the time of such contribution. Each contribution that constitutes the Final Contribution is intended to be either (a) disregarded for U.S. federal income tax purposes, since (i) NREF OP I Holdco and NREF OP I SubHoldco are intended to be disregarded entities of NREF OP I and (ii) NREF OP II Holdco and NREF OP II SubHoldco are intended to be disregarded entities of NREF OP II, or (b) a tax-free exchange under Section 351 of the Code since NREF OP IV REIT Sub TRS is intended to be a corporation wholly-owned by NREF OP IV REIT Sub for U.S. federal income tax purposes, in each case, at the time of such contribution. Each of the Contributions shall be treated by the parties to this Agreement in accordance with the foregoing intentions, except to the extent required by applicable law. Upon the request of NREF OP I, NREF OP II, or NREF OP IV (as applicable), each contributor agrees to provide NREF OP I, NREF OP II, or NREF OP IV (as applicable) with information regarding such contributor’s adjusted tax basis in its membership interest in NREF OP I, NREF OP II, or NREF OP IV (as applicable), along with documentation substantiating such amount.