0001193125-11-094101 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is executed the 28th day of February, 2011, by and among CNL Properties Trust, Inc., a Maryland corporation (the “Company”) and James M. Seneff, Jr., a director and/or officer of the Company (the “Indemnitee”).

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FORM OF MANAGING DEALER AGREEMENT CNL PROPERTIES TRUST, INC.
Managing Dealer Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Florida

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 , between CNL PROPERTIES TRUST, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

FORM OF PARTICIPATING BROKER AGREEMENT CNL PROPERTIES TRUST, INC.
Broker Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 , between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CNL PROPERTIES TRUST, LP RECITALS
Limited Partnership Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is executed as of the day of , 2011, between CNL Properties Trust GP, LLC, a Delaware limited liability company (the “General Partner”) and the Limited Partners (as defined below) set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENT
Management and Leasing Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Florida

The current month’s operating bank statement and account reconciliation for the operating accounts must be included in the monthly reporting package. Bank statements will end on the 20th of each month. Each bank account must have its own reconciliation.

FORM OF ADVISORY AGREEMENT
Form of Advisory Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Florida

THIS ADVISORY AGREEMENT, dated as of , 2011, is between CNL Properties Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL Properties Corp., a corporation organized under the laws of the State of Florida (the “Advisor”).

FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Maryland

THIS ESCROW AGREEMENT (the “Agreement”) is dated as of the __ day of ______, 2011 by and among CNL Properties Trust, Inc., a Maryland corporation (the “Company”), UMB Bank, N.A. (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”). This Agreement shall be effective as of the effective date of the Company’s registration statement filed with the Securities and Exchange Commission containing the Prospectus (as defined below) (the “Effective Date”).

FORM OF SERVICE AGREEMENT
Form of Service Agreement • April 12th, 2011 • CNL Properties Trust, Inc. • Real estate investment trusts • Florida

THIS SERVICE AGREEMENT (“Agreement”) is made and entered into as of the day of , 2011 (the “Effective Date”), by and between CNL Capital Markets Corp. (“CCM”), and CNL Properties Trust, Inc. (the “Issuer”).

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