COLE CREDIT PROPERTY TRUST II, INC. Up to 150,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • April 12th, 2007 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Arizona
Cole Credit Property Trust II, Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of 150,000,000 shares of its common stock, $0.01 par value per share (the “Offering”), of which amount 125,000,000 shares are to be offered to the public for $10.00 per share (collectively the “Shares” or the “Stock”) and 25,000,000 shares are to be offered pursuant to the Company’s distribution reinvestment plan at the higher of 95% of the estimated value of a share of our common stock, as estimated by our board of directors, or $9.50 per share. There shall be a minimum purchase by any one person of 250 Shares (except as otherwise indicated in the Prospectus or in any letter or memorandum for the Company to Cole Capital Corporation (the “Dealer Manager”)). Terms not defined herein shall have the same meaning as in the Prospectus. In connection therewith, the Company hereby agrees with you, the Dealer Manager, as follows:
