0001193125-04-159727 Sample Contracts

PALADIN REALTY INCOME PROPERTIES, INC. Up to 38,500,000 Shares of Common Stock, $0.01 par value per share/$385,000,000 DEALER MANAGER AGREEMENT
Dealer Manager Agreement • September 22nd, 2004 • Paladin Realty Income Properties Inc • Real estate agents & managers (for others) • California
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ADVISORY AGREEMENT
Advisory Agreement • September 22nd, 2004 • Paladin Realty Income Properties Inc • Real estate agents & managers (for others) • California

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2004, is entered into between Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P. (the “Operating Partnership,” and collectively with the Company, the “Fund”), and Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”).

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • September 22nd, 2004 • Paladin Realty Income Properties Inc • Real estate agents & managers (for others) • New York

ESCROW AGREEMENT, dated as of , 2004, (the “Agreement”) by and among Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, a wholly-owned subsidiary of Deutsche Bank AG, as escrow agent (the “Escrow Agent”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P.
Limited Partnership Agreement • September 22nd, 2004 • Paladin Realty Income Properties Inc • Real estate agents & managers (for others) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of , 2004, is entered into by and among PALADIN REALTY INCOME PROPERTIES, INC., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

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