0001193125-07-211955 Sample Contracts

MANAGING DEALER AGREEMENT CNL INCOME PROPERTIES, INC.
Managing Dealer Agreement • October 2nd, 2007 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2008, between CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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PARTICIPATING BROKER AGREEMENT CNL INCOME PROPERTIES, INC.
Broker Agreement • October 2nd, 2007 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2008, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).

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ADVISORY AGREEMENT
Advisory Agreement • October 2nd, 2007 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS ADVISORY AGREEMENT, dated as of April , 2008, is between CNL INCOME PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL INCOME Company, LLC (formerly CNL Income Corp.), a limited liability Compay organized under the laws of the State of Florida (the “Advisor”).

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ESCROW AGREEMENT BETWEEN CNL INCOME PROPERTIES, INC. AND
Escrow Agreement • October 2nd, 2007 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of , 2008 (the “Effective Date”), by and between CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”) and as escrow agent (the “Escrow Agent”).

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