FORM OF DEALER MANAGER AGREEMENT CLARION PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share [ ], 2010Dealer Manager Agreement • February 8th, 2010 • Clarion Property Trust Inc. • New York
Clarion Property Trust Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $2,250,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through ING Funds Distributor, LLC (the “Dealer Manager”), as the dealer manager, and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”) at a purchase price equal to the sum of: (i) the Company’s net asset value (“NAV”) per share on such day prior t
FORM OF ADVISORY AGREEMENT AMONG CLARION PROPERTY TRUST INC., CLARION PROPERTY TRUST OPERATING PARTNERSHIP LP, AND CPT ADVISORS LLCForm of Advisory Agreement • February 8th, 2010 • Clarion Property Trust Inc. • New York
THIS ADVISORY AGREEMENT (the “Agreement”), dated as of the day of , 2010 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is among Clarion Property Trust Inc., a Maryland corporation (the “Company”), Clarion Property Trust Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and CPT Advisors LLC, a Delaware limited liability company. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
FORM OF PARTICIPATING BROKER-DEALER AGREEMENTDealer Agreement • February 8th, 2010 • Clarion Property Trust Inc. • New York
