Exhibit 4.2


 


 


 


AMENDED AND RESTATED


SHARE REPURCHASE PROGRAM 


The Board of Directors (the
“Board”) of Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”),
has adopted this Amended and Restated Share Repurchase Program (this “Repurchase Program”) to permit and authorize
the Company to repurchase shares of its Class A Common Stock, par value $0.001 per share (“Class A Shares”),
and Class T Common Stock, par value $0.001 per share (“Class T Shares” and, together with Class A Shares,
“Shares”), subject to the terms, conditions and limitations set forth herein. The terms on which the Company
may repurchase Shares may differ between repurchases upon the death or “Qualifying Disability” (as hereinafter defined)
of a beneficial owner of Shares (“Exceptional Repurchases”) and all other repurchases (“Ordinary Repurchases”).


The effective date of this Repurchase Program is
October 19, 2015.


 


	 	1.	Repurchase
    Price. 


 


	 	(a)	In the case of Ordinary
    Repurchases, the Company is authorized to repurchase Shares from its stockholders at a repurchase price per Share equal to:
    (i) until the date that the Company first discloses an estimated value per Share that is not based solely on the offering
    price of the Shares in the Company’s most recent primary offering (the “Valuation Date”), $21.60
    per share and $21.61 per share for Class A Shares and Class T Shares, respectively, and (ii) after the Valuation Date, 96.0%
    of the most recent applicable estimated value per Share reported by the Company.  


 


 


	 	(b)	In the case of Exceptional
    Repurchases, the Company is authorized to repurchase Shares from Requesting Parties (as hereinafter defined) at a repurchase
    price per Share equal to: (i) until the Valuation Date, $22.50 per share and $22.51 per share for Class A Shares and Class
    T Shares, respectively, and (ii) after the Valuation Date, 100.0% of the most recent applicable estimated value per Share
    reported by the Company. 


 


	 	(c)	Notwithstanding
    anything to the contrary herein, the repurchase price of the Shares for Ordinary Repurchases and Exceptional Repurchases shall
    never be greater than the then-current public offering price.


 


	 	2.	Terms
    for Ordinary Repurchases. 


 


	 	(a)	General.
    The Company may repurchase Shares, including fractional Shares, that have been beneficially owned by a stockholder of
    the Company continuously for at least one (1) year (the “Holding Period”). A stockholder may
    elect to participate in the Repurchase Program with respect to all or a designated portion of that stockholder’s Shares. In
    the event that a stockholder is requesting the repurchase of all of his, her or its Shares, the Company may waive the Holding
    Period for Shares purchased under the Company’s Distribution Reinvestment Plan, as may be amended from time to time
    (the “DRP”). 


 




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	 	(b)	Funding. In
    the case of Ordinary Repurchases, the Company is authorized, for the purpose of repurchasing Shares under this Repurchase
    Program in a particular calendar month, to use solely the proceeds from the DRP during that particular month (the “Ordinary
    Funds”). Notwithstanding anything to the contrary herein, if, during any calendar month, the aggregate amount
    of Ordinary Funds exceeds the aggregate amount needed to repurchase all Shares for which Ordinary Repurchase requests have
    been received by the Company, the Company may, but shall not be obligated to, carry over the excess amount of Ordinary Funds
    to a subsequent calendar month(s) for use in addition to the amount of Ordinary Funds otherwise available for Ordinary
    Repurchases during that subsequent calendar month(s). 


 


	 	(c)	Repurchase
    Limitations. Notwithstanding anything to the contrary herein, and excluding any Shares repurchased as Exceptional
    Repurchases, the Company may not at any time repurchase a number of Shares that exceeds five percent (5.0%) of the aggregate
    number of Class A Shares and Class T Shares outstanding on December 31 of the previous calendar year (the “5%
    Limit”). Further, in any given calendar month, funds used for the purpose of Ordinary Repurchases may not exceed
    the Ordinary Funds, including any excess amount carried over pursuant to Section 2(b) above (the “Funding
    Limit” and, together with the 5% Limit, the “Repurchase Limitations”). 


 


	 	(d)	Pro
    Rata Repurchase. The Company cannot guarantee that it will be able to repurchase all Shares for which Ordinary Repurchase
    requests are received. In any calendar month, if the Company determines not to repurchase all Shares presented for repurchase
    during that month, including as a result of the Company having satisfied the Repurchase Limitations, the Company shall, to
    the extent it decides to make Ordinary Repurchases, repurchase Shares on a pro rata basis up to, but not in excess of, the
    Repurchase Limitations. Any stockholder whose Ordinary Repurchase request has been partially accepted by the Company
    in a particular calendar month shall have the remainder of his, her or its request included with all new Ordinary Repurchase
    requests received by the Company in the immediately following calendar month. In the event a stockholder wishes to withdraw
    his, her or its repurchase request in the following calendar month, he, she or it may provide the Company with a written request
    of withdrawal pursuant to Section 4(d).


 


 


	 	3.	Terms
    for Exceptional Repurchases. 


 


	 	(a)	Exceptional
    Repurchase Upon Death. The Company may repurchase Shares, including fractional Shares, upon the death of a beneficial
    owner of Shares (an “Owner”) who was a natural person, including Shares held by the Owner through a trust,
    or an IRA or other retirement or profit-sharing plan, after receiving a written request pursuant to Section 4(a) from
    (i) the estate of the Owner, (ii) the recipient of the Shares through bequest or inheritance, even where the recipient
    subsequently registered the Shares in his or her own name or (iii) in the case of the death of an Owner who purchased
    Shares and held those Shares through a trust, the beneficiary of the trust, even where the beneficiary subsequently registered
    the Shares in his or her own name, or, with respect to a revocable grantor trust, the trustee of that trust. The Company
    must, however, receive the written request within one year after the death of the Owner. Any request not received within
    the one-year period will not be eligible to be treated as an Exceptional Repurchase, but instead will be treated as an Ordinary
    Repurchase. If persons are joint registered holders of Shares, the request to repurchase the Shares may be made if either
    of the registered holders dies. If the Owner was not a natural person, such as a partnership, corporation or other similar
    entity, the right to an Exceptional Repurchase upon death does not apply. 


 




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	 	(b)	Exceptional
    Repurchase Upon Qualifying Disability. The Company may repurchase Shares, including fractional Shares, upon the Qualifying
    Disability of a stockholder who is a natural person, including Shares held by the stockholder through a trust, or an IRA or
    other retirement or profit-sharing plan. The Company must, however, receive the written request within one year after the
    determination of disability. Any request not received within the one-year period will not be eligible to be treated as
    an Exceptional Repurchase, but instead will be treated as an Ordinary Repurchase. If persons are joint registered holders
    of Shares, the request to repurchase the Shares may be made if either of the registered holders has a Qualifying Disability. If
    the stockholder is not a natural person, such as a partnership, corporation or other similar entity, the right to an Exceptional
    Repurchase upon Qualifying Disability does not apply. 


 


	 	(c)	Definitions.
    


 


	 	(i)	As used herein,
    “Qualifying Disability” shall have the following meaning: the receipt by the stockholder of disability
    benefits from an Applicable Governmental Agency following a determination of the stockholder’s disability, arising after
    the date that the stockholder acquired the Shares to be repurchased, made by the Applicable Governmental Agency. Any determination
    of disability made by, or any receipt of disability benefits from, a governmental agency other than an Applicable Governmental
    Agency shall not constitute a Qualifying Disability. 


 


	 	(ii)	As used herein,
    “Applicable Governmental Agency” shall have the following meaning: 


 


	 	(A)	in the case of a
    stockholder who paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits,
    the Social Security Administration or the agency charged with responsibility for administering Social Security disability
    benefits at that time if other than the Social Security Administration; 


 


	 	(B)	in the case of a
    stockholder who did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability
    benefits, but who could be eligible to receive disability benefits under the Civil Service Retirement System (the “CSRS”),
    the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that
    time if other than the U.S. Office of Personnel Management; or 


 


	 	(C)	in the case of a
    stockholder who did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits
    but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were
    other than dishonorable and, therefore, could be eligible to receive military disability benefits, the Department of Veterans
    Affairs or the agency charged with the responsibility for administering military benefits at that time if other than the Department
    of Veterans Affairs. 


 


	 	(d)	Funding. In
    the case of Exceptional Repurchases, the Company is authorized, for the purpose of repurchasing Shares under this Repurchase
    Program, to use any funds that the Board in its sole discretion may designate for this purpose. 


 


	 	4.	General
    Terms of Repurchase. 


 


	 	(a)	Repurchase
    Requests. A stockholder, or, in the case of an Exceptional Repurchase upon the death of an Owner, any person described
    in Sections 3(a)(i), (ii) or (iii) (each, a “Requesting Party”), may request that the Company
    repurchase Shares by submitting a repurchase request, in the form provided by the Company, to the Company’s transfer
    agent, DST Systems, Inc., or any successor entity (“DST”), at the address provided on the form. 


 




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	 	 	The
    repurchase request must state the name of the person or entity who beneficially owns, or owned, the Shares and the number
    of Shares requested to be repurchased. In the case of a request for an Exceptional Repurchase upon the death of an Owner,
    the Requesting Party also must include, with the repurchase request, evidence of the death of the Owner (which includes the
    date of death). In the case of a request for an Exceptional Repurchase upon a Qualifying Disability, the Requesting Party
    must also include, with the repurchase request: (i) the stockholder’s initial application for disability benefits;
    and (ii) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability
    under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by
    an Applicable Governmental Agency that would demonstrate an award of the disability benefit.


 


	 	 	To be effective
    in a particular calendar month, DST must receive a repurchase request at least five (5) days prior to the Repurchase
    Date (as defined herein). No repurchase request shall be given preference over any other repurchase request. 


 


	 	(b)	No
    Encumbrances. All Shares requested to be repurchased under this Repurchase Program must (i) be, or in the case
    of an Exceptional Repurchase upon the death of an Owner, have been, beneficially owned by the stockholder(s) of record making
    the presentment, or the party presenting the Shares must be authorized to do so by the owner(s) of record of the Shares, and
    (ii) be fully transferable and not be subject to any liens or other encumbrances. In certain cases, the Company
    may ask the Requesting Party to provide evidence satisfactory to the Company, in its sole discretion, that the Shares requested
    for repurchase are free from liens and other encumbrances. If the Company determines that a lien or other encumbrance
    exists against the Shares, the Company shall have no obligation to repurchase, and shall not repurchase, any of the Shares
    subject to the lien or other encumbrance. 


 


	 	(c)	Time
    of Repurchase. The Company shall make repurchases of Shares under this Repurchase Program on or about the last business
    day of each calendar month or any other business day that may be established by the Board (the “Repurchase Date”). As
    soon as reasonably practicable following the date of each monthly repurchase hereunder, the Company shall send to the applicable
    Requesting Party all cash proceeds resulting from the repurchase of the stockholder’s Shares. 


 


	 	(d)	Withdrawal
    of Repurchase Request. In the event a Requesting Party wishes to withdraw his, her or its repurchase request to have
    Shares repurchased under this Repurchase Program, he, she or it shall provide the Company with a written request of withdrawal. The
    Company will not repurchase Shares so long as the Company receives the written request of withdrawal at least five (5) days
    prior to the Repurchase Date. 


 


	 	(e)	Ineffective
    Withdrawal. In the event the Company receives a written notice of withdrawal, as described in Section 4(d), from
    a Requesting Party less than five (5) days prior to the Repurchase Date, the notice of withdrawal shall not be effective
    with respect to the Shares repurchased, but shall be effective with respect to any of the Shares not repurchased. The
    Company shall provide the Requesting Party with prompt written notice of the ineffectiveness or partial ineffectiveness of
    the written notice of withdrawal. 


 


	 	5.	Treatment
    of Repurchased Shares. All Shares repurchased by the Company pursuant to this Repurchase Program shall be cancelled
    and shall have the status of authorized but unissued shares. 


 


	 	6.	Termination
    of Repurchase Program. This Repurchase Program shall be suspended or terminated, as the case may be, and the Company
    shall not accept Shares for repurchase upon the occurrence of any of the following: 


 


	 	(a)	This Repurchase
    Program shall immediately terminate, without further action by the Board or any notice to the Company’s stockholders,
    in the event the Shares are approved for listing on any national securities exchange. 


 




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	 	(b)	This Repurchase
    Program may be suspended (in whole or in part) or terminated at any time by the Board, in its sole discretion. 


 


	 	7.	Amendment;
    Rejection of Requests. Notwithstanding anything to the contrary herein, this Repurchase Program may be amended, in
    whole or in part, by the Board, in its sole discretion, at any time or from time to time. Further, the Board reserves
    the right in its sole discretion at any time and from time to time to reject any requests for repurchases. 


 


	 	8.	Miscellaneous.
    


 


	 	(a)	Notice. In
    the event of any amendment, suspension or termination of this Repurchase Program pursuant to Section 6(b) or Section 7
    hereof, as the case may be, the Company shall provide written notice to its stockholders at least thirty (30) days prior
    to the effective date of the amendment, suspension or termination. In addition, the Company shall disclose the amendment,
    suspension or termination in a report filed by the Company with the Securities and Exchange Commission on either Form 8-K,
    Form 10-Q or Form 10-K, or any successor forms, as appropriate. 


 


	 	(b)	Liability. Subject
    to the limitations contained in the Company’s articles of incorporation, as amended, neither the Company nor DST shall
    have any liability to any stockholder for the value of the Shares presented for repurchase, the repurchase price of the Shares
    or for any damages resulting from the presentation of Shares for repurchase or the repurchase of Shares under this Repurchase
    Program or from the Company’s determination not to repurchase Shares under the Repurchase Program, except as a result
    of the Company’s or DST’s negligence, misconduct or violation of applicable law; provided, however, that nothing
    contained herein shall constitute a waiver or limitation of any rights or claims that a stockholder may have under federal
    or state securities laws. 


 


	 	(c)	Taxes. Stockholders
    shall have sole responsibility and liability for the payment of all taxes, assessments and other applicable obligations resulting
    from the repurchase of Shares pursuant to this Repurchase Program and neither the Company nor DST shall have any such responsibility
    or liability. 


 


	 	(d)	Administration
    and Costs. DST shall perform all recordkeeping and other administrative functions involved in operating and maintaining
    the Repurchase Program. The Company shall bear all costs involved in organizing, administering and maintaining the Repurchase
    Program. No fees will be paid to the Company’s sponsor, its business manager, its directors or any of their affiliates
    in connection with the repurchase of shares by the Company pursuant to this Repurchase Program. 


 


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