0001193125-04-102753 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT

Indemnification Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Maryland

• Contract Type
  Indemnification Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2004, by and among CNL Hospitality Properties II, Inc., a Maryland corporation (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).

ADVISORY AGREEMENT

Advisory Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Florida

• Contract Type
  Advisory Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Florida

THIS ADVISORY AGREEMENT, dated as of , 2004, is between CNL HOSPITALITY PROPERTIES II, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL LODGING ADVISORS II CORP., a corporation organized under the laws of the State of Florida (the “Advisor”).

PARTICIPATING BROKER AGREEMENT CNL HOSPITALITY PROPERTIES II, INC.

Participating Broker Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Florida

• Contract Type
  Participating Broker Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day indicated on Exhibit A attached hereto and by this reference incorporated herein, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and the Participating Broker (the “Broker”) identified in Exhibit A hereto.

ESCROW AGREEMENT

Escrow Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Florida

• Contract Type
  Escrow Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Florida

THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of , 2004, by and among CNL HOSPITALITY PROPERTIES II, INC., a Maryland corporation (the “Company”), CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and (the “Escrow Agent”). This Agreement shall be effective as of the effective date of the Company’s Registration Statement filed with the Securities and Exchange Commission (the “Effective Date”).

MANAGING DEALER AGREEMENT

Managing Dealer Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Florida

• Contract Type
  Managing Dealer Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Florida

THIS AGREEMENT, dated as of , 2004, is made by and between CNL HOSPITALITY PROPERTIES II, INC., a Maryland corporation (the “Company”), and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

SUBCONTRACT AGREEMENT

Subcontract Agreement • June 14th, 2004 • CNL Hospitality Properties II, Inc. • Florida

• Contract Type
  Subcontract Agreement
• Filed
  June 14th, 2004
• Company
  CNL Hospitality Properties II, Inc.
• Jurisdiction
  Florida

THIS SUBCONTRACT AGREEMENT, dated as of , 2004 (the “Effective Date”), is among CNL LODGING ADVISORS II CORP., a corporation organized under the laws of the State of Florida (the “Advisor”), CNL HOSPITALITY CORP., a corporation organized under the laws of the State of Florida (the “Subadvisor”), CNL HOSPITALITY PROPERTIES II, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL HOSPITALITY PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (“CHP”).