0001193125-07-047439 Sample Contracts

Contract
Advisory Agreement • March 6th, 2007 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of February 28, 2007, 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”).

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PALADIN REALTY INCOME PROPERTIES INC. AMENDMENT TO DEALER MANAGER AGREEMENT February 28, 2007
Dealer Manager Agreement • March 6th, 2007 • Paladin Realty Income Properties Inc • Real estate investment trusts

Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Prospect Financial Advisors, LLC, a Delaware limited liability company (the “Dealer Manager”) previously entered into that certain Dealer Manager Agreement dated February 28, 2005 (the “Agreement”). The Company, the Operating Partnership, the Advisor and the Dealer Manager are sometimes hereinafter referred to individually as a “party” or collectively as the “parties.”

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