Exhibit
10.1


AMENDMENT TO ESCROW AGREEMENT


This Amendment
To ESCROW Agreement (this “Amendment”), effective as of February 17, 2016, 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 February 17, 2015 (the “Agreement”);


WHEREAS, certain
provisions of the Agreement are triggered on the date that is one year following the commencement of the Company’s Offering
(as defined in the Agreement) (the “Closing Date”);


WHEREAS, the Tennessee
Minimum (as defined in the Agreement) has been waived following the Closing Date; and


WHEREAS, the Company,
the Dealer Manager and the Escrow Agent desire to amend certain provisions of the Agreement, as set forth herein, to clarify the
process for deposits in the escrow account and distribution of the escrowed funds following the Closing Date.


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


2.              
Tennessee Minimum.


a.               
Following the Closing Date, (i) Sections 2(a) and 3(a)(2) of the Agreement shall no longer apply to Tennessee
Subscribers, and (ii) the provisions of the Agreement applicable after the Tennessee Minimum has been met, including, without limitation,
Sections 2(b) and 3(b)(6) of the Agreement, shall apply with respect to Tennessee Subscribers and TN Funds notwithstanding
that the Tennessee Minimum has not been met as of the date hereof.


b.              
Notwithstanding anything to the contrary in the second paragraph of Section 3(b)(2) of the Agreement, if the Company
receives written notice from a Tennessee Subscriber on or prior to the Closing Date that such Tennessee Subscriber does not desire
to receive the return of his TN Funds and/or any interest thereon, but instead desires to proceed with his investment in the Company,
the Company shall so notify the Escrow Agent, and the Escrow Agent shall, promptly following the Closing Date, distribute such
TN Funds as though the Tennessee Minimum had been met in accordance with the first paragraph of Section 3(b)(2) of the Agreement.




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3.              
Ohio Minimum.


a.               
For the avoidance of doubt, if the Ohio Minimum is not received on or prior to the Closing Date, the Escrow Agent shall
return to the Ohio Subscribers the OH Funds, together with any interest thereon, in accordance with Section 3(b)(5) of the
Agreement.


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


4.              
Washington Minimum.


a.               
For the avoidance of doubt, if the Washington Minimum is not received on or prior to the Closing Date, 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.


b.              
On and after the Closing Date, (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 on and after the Closing Date,
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 17, 2017.


5.              
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.


6.              
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 – Amendment to Escrow Agreement


 




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