Exhibit 10.1


SECOND AMENDMENT TO ESCROW AGREEMENT


This SECOND Amendment
To ESCROW Agreement (this “Amendment”), effective as of February 17, 2017, is entered into by and among
Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation,
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”).


WHEREAS, the Company,
the Dealer Manager and the Escrow Agent are parties to that certain Escrow Agreement, dated as of February 17, 2015, as amended
by Amendment to Escrow Agreement, dated as of February 17, 2016 (as amended, the “Agreement”);


WHEREAS, certain
provisions of the Agreement are triggered on February 17, 2017; and


WHEREAS, the Company,
the Dealer Manager and the Escrow Agent desire to amend certain provisions of the Agreement, as set forth herein, to add an additional
class of common stock to the Offering (as defined in the Agreement) and to clarify the process for deposits in the escrow account
and distribution of the escrowed funds following the Closing Date (as defined in the Agreement).


NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound hereby, do hereby agree, as follows:


1.              
Defined Terms.


a.               
Any term used herein that is not otherwise defined herein shall have the meaning ascribed to such term as provided in the
Agreement.


b.              
The term “Shares” as defined in the Recitals to the Agreement is hereby amended to include the Company’s
Class T-3 Shares.


c.               
The term “Offering” as defined in the Recitals to the Agreement is hereby amended to include the offering of
the Company’s Class T-3 Shares at an initial purchase price of $24.14 per Class T-3 Share.


2.              
Washington Minimum.


a.               
For the avoidance of doubt, if the Washington Minimum is not received on or prior to February 17, 2017, the Escrow Agent
shall return to the Washington Subscribers the WA Funds, together with any interest thereon, in accordance with Section 3(b)(4)
of the Agreement.




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b.              
After February 17, 2017, (i) the provisions in the Agreement relating to the deposit and disbursement of WA Funds shall
continue to apply with respect to any WA Funds received by the Company or the Escrow Agent after February 17, 2017, and (ii) all
references to “Closing Date” with respect to Washington Subscribers and the application of WA Funds shall be amended
to refer to February 16, 2018.


3.              
Continuing Effect. Except as otherwise set forth in this Amendment, the terms of the Agreement shall continue in
full force and effect and shall not be deemed to have otherwise been amended, modified, revised or altered.


4.              
Counterparts. This Amendment may be executed in several counterparts, and by electronic transmission, each of which
shall be deemed an original, and all counterparts shall together constitute one and the same instrument.


 


 


 


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IN WITNESS WHEREOF, the
parties have duly executed this Amendment, effective as of the date first written above.


 


	 	
        COMPANY:

         

        INLAND RESIDENTIAL PROPERTIES TRUST, INC.

	 	 	 
	 	By:	/s/ Mitchell A. Sabshon
	 	Name:	Mitchell A. Sabshon
	 	Title:	President
	 	 	 
	 	 	 
	 	
        DEALER MANAGER:

         

        INLAND SECURITIES CORPORATION

	 	 	 
	 	By:	/s/ Sandra L. Perion
	 	Name:	Sandra L. Perion
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	
        ESCROW AGENT

         

        UMB BANK, N.A.

	 	 	 
	 	By:	/s/ Lara L. Stevens
	 	Name:	Lara L. Stevens
	 	Title:	Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amendment to Escrow
Agreement