0001193125-06-141461 Sample Contracts

Personal Property Lease Agreement dated as of June 22, 2006 between CNL BW TRS Corp. and BW Resort Management Company, LLC.
Personal Property Lease Agreement • July 5th, 2006 • CNL Income Properties Inc • Real estate investment trusts

This LEASE AGREEMENT (“Agreement”) is entered into as of , 2006, by and between CNL BW TRS CORP., a Delaware corporation, as lessor (“Lessor”), and BW RESORT MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as lessee (“Lessee”).

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Lease Agreement dated as of June 22, 2006 between CNL Income Bretton Woods, LLC and BW Resort Management Company, LLC.
Lease Agreement • July 5th, 2006 • CNL Income Properties Inc • Real estate investment trusts

THIS LEASE AGREEMENT is entered into as of , 2006, by and between CNL Income Bretton Woods, LLC, a Delaware limited liability company, as landlord (“Landlord”), and BW Resort Management Company, LLC, a Delaware limited liability company, as tenant (“Tenant”).

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 5th, 2006 • CNL Income Properties Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of June , 2006, by and between MWH PRESERVATION LIMITED PARTNERSHIP, a New Hampshire limited partnership (“Seller”), and CNL INCOME PROPERTIES, INC. a Maryland corporation (“Purchaser”) (each of Seller and Purchaser are at times hereinafter referred to individually as a “Party” and together as the “Parties”).

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 5th, 2006 • CNL Income Properties Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of April 25, 2006, by and between MWH PRESERVATION LIMITED PARTNERSHIP, a New Hampshire limited partnership (“Seller”), and CNL INCOME PROPERTIES, INC., a Maryland corporation (“Purchaser”) (each of Seller and Purchaser are at times hereinafter referred to individually as a “Party” and together as the “Parties”).

Soliciting Dealer Agreement dated April 27, 2006 between CNL Income Properties, Inc.and Ameriprise Financial Services, Inc.
Soliciting Dealer Agreement • July 5th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida

CNL Securities Corp. (the “Managing Dealer”), a Florida corporation, has entered into a managing dealer agreement (the “Managing Dealer Agreement”) with CNL Income Properties, Inc. (the “Company”), a Maryland corporation, pursuant to which the Managing Dealer has agreed to use its best efforts to sell and manage the sale by others (collectively the “Soliciting Dealers”) of shares of the Company’s common stock, par value $0.01 (the “Shares”). The Company has also entered into an advisory agreement (the “Advisory Agreement”) with CNL Income Corp. (the “Advisor”), a Florida corporation, to manage the day-to-day operations of the Company. The Advisor and the Managing Dealer are wholly owned subsidiaries of CNL Financial Group, Inc., a Florida corporation. The terms of the offering are set forth in the Company’s registration statement No. 333-128662 on Form S-11, which was filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended

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