Income Property Trust of the Americas Inc. Sample Contracts

FORM OF ADVISORY AGREEMENT among INCOME PROPERTY TRUST OF THE AMERICAS INC., INCOME PROPERTY TRUST OF THE AMERICAS OPERATING PARTNERSHIP LP and INCOME PROPERTY ADVISORS LLC

Advisory Agreement • December 2nd, 2008 • Income Property Trust of the Americas Inc. • Colorado

• Contract Type
  Advisory Agreement
• Filed
  December 2nd, 2008
• Company
  Income Property Trust of the Americas Inc.
• Jurisdiction
  Colorado

THIS ADVISORY AGREEMENT, dated as of , 200 , is among Income Property Trust of the Americas Inc., a Maryland corporation (the “Corporation”), Income Property Trust of the Americas Operating Partnership LP, a Delaware limited partnership, and Income Property Advisors LLC, a Delaware limited liability company.

LOGO] INCOME PROPERTY TRUST OF THE AMERICAS INC. Up to $1,500,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT

Dealer Manager Agreement • December 2nd, 2008 • Income Property Trust of the Americas Inc. • Colorado

• Contract Type
  Dealer Manager Agreement
• Filed
  December 2nd, 2008
• Company
  Income Property Trust of the Americas Inc.
• Jurisdiction
  Colorado

This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the day of , 2009 between Income Property Trust of the Americas Inc., a Maryland corporation (the “Company”), Income Property Advisors LLC, a Delaware limited liability company, and Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”).

FORM OF INDEMNIFICATION AGREEMENT

Indemnification Agreement • December 2nd, 2008 • Income Property Trust of the Americas Inc. • Maryland

• Contract Type
  Indemnification Agreement
• Filed
  December 2nd, 2008
• Company
  Income Property Trust of the Americas Inc.
• Jurisdiction
  Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2008 by and among Income Property Trust of the Americas Inc., a Maryland corporation (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).

LOGO] INCOME PROPERTY TRUST OF THE AMERICAS INC. Up to $1,500,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT

Income Property Trust of the Americas Inc. • December 2nd, 2008 • Colorado

• Company
  Income Property Trust of the Americas Inc.
• Filed
  December 2nd, 2008
• Jurisdiction
  Colorado

Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Income Property Trust of the Americas Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms: