0001047469-13-003594 Sample Contracts

PRIORITY SENIOR SECURED INCOME FUND, INC. Up to $1,500,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • March 28th, 2013 • Priority Senior Secured Income Fund, Inc. • Delaware
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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • March 28th, 2013 • Priority Senior Secured Income Fund, Inc. • Delaware

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (“Company”), Behringer Securities LP, a Texas Limited Partnership (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”).

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