0001193125-08-153605 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P.
Limited Partnership Agreement • July 18th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of February 6, 2008, 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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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • July 18th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of July 18, 2008, 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”).

PALADIN REALTY INCOME PROPERTIES, INC. Up to $850,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT February 6, 2008
Dealer Manager Agreement • July 18th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Follow-On Offering”) a maximum of $850,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $100,000,000 in shares of Common Stock are to be offered pursuant to the Company’s Amended and Restated Distribution Reinvestment Plan (formerly named the Dividend Reinvestment Plan) for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $750,000,000 in shares of Common Stock (the “Primary Shares” and, together with the DRIP Shares, the “Offered Shares”) are to be issued and sold to the public on a “best efforts” basis through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). The C

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