FORM OF SELECTED DEALER AGREEMENT

Exhibit 1.2

PRIME REALTY INCOME TRUST, INC.

Up to 60,000,000 Shares of Common Stock

FORM OF SELECTED DEALER AGREEMENT

Ladies and Gentlemen:

Capital Financial Services, Inc., a Wisconsin corporation, as the dealer manager (the “ Dealer Manager ”) for Prime Realty Income Trust, 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 up to 60,000,000 shares of common stock (collectively, the “ Shares ”) of the Company, which is comprised of 50,000,000 Shares that will be issued and sold to the public (the “ Primary Shares ”) and 10,000,000 Shares that will be offered pursuant to the Company’s dividend reinvestment plan (the “ DRIP Shares ”), subject to the following terms:

The Dealer Manager has entered into a Dealer Manager Agreement (the “ Dealer Manager Agreement ”) with the Company and The Prime Group, an Illinois corporation (the “ Advisor ”) dated                  , 2009, in the form attached hereto as Exhibit A . The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance of this agreement (the “ Agreement ”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 15 of the Dealer Manager Agreement, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 8 of the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company, the Advisor or the Dealer Manager within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”).

The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager, the Advisor or the Company or to make any representations on their behalf except as set forth in the Prospectus and any Supplemental Information furnished to Dealer by the Dealer Manager or the (as defined below).

The Company has filed with the Securities and Exchange Commission (the “ SEC ”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “ Securities Act ”). Such registration statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer Manager

will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “WELLS FARGO BANK, NA, AS AGENT FOR PRIME REALTY INCOME TRUST, INC.” After the Company meets the Minimum Offering requirement of $2,500,000, subscribers (except residents of Pennsylvania) will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “Prime Realty Income Trust, Inc.” Those persons who purchase Shares and are residents of Pennsylvania, will be instructed by the Dealer Manager or the Dealer to make their checks payable to “WELLS FARGO BANK, NA, AS AGENT FOR PRIME REALTY INCOME TRUST, INC.” until the Company receives aggregate gross proceeds from the Offering of $29,750,000 after which checks should be made payable to or wire transfers sent for the account of “Prime Realty Income Trust, Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures.

Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer.

Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “ Final Review Office ”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office.

Except as agreed to in writing by the Dealer Manager, Dealers shall mail checks and completed subscription documents by direct overnight mail to Prime Realty Income Trust, Inc., c/o The Prime Group, Inc., 321 North Clark Street, Suite 2500, Chicago, Illinois 60654, Attn: Chief Financial Officer.

The Shares shall be offered to the public at the offering price of $10.00 per Share payable in cash; provided , however , that Shares shall be offered to the public pursuant to the Company’s dividend reinvestment plan for a maximum purchase price of $9.50 per Share, subject to the terms and pricing information provided in the Prospectus and the Distribution Reinvestment Plan therein, including the Company’s right to reallocate Share amounts. Except as otherwise indicated in the Prospectus or in any letter or memorandum sent to the Dealer by the Company or the Dealer Manager, subscribers must initially purchase at least $2,500 of Shares. After investors

2

have satisfied the minimum purchase requirement, minimum additional purchases must be in increments of $500, except for purchases made pursuant to our distribution reinvestment plan. The Shares are nonassessable. The Dealer hereby agrees to place any order for the full purchase price.

Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission is up to (a) seven percent (7.0%) of the gross proceeds of the Primary Shares and (b) three percent (3.0%) of the gross proceeds of the DRIP Shares, in each case, sold by it and accepted and confirmed by the Company, which commission will be paid to the Dealer Manager and reallowed to the Dealer. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction.

As provided in the “Plan of Distribution” section of the Prospectus, the Dealer Manager and the Dealer may reduce the amount of its dealer manager fee and its sales commission on sales of $250,000 of Primary Shares or more to certain purchasers in order to provide a reduction to the total purchase price for such Shares. It is the sole responsibility of the Dealer to determine whether a particular purchase by a subscriber qualifies for a volume discount to the Dealer’s sales commission and to confirm that the appropriate volume discount was accorded to the subscriber based on the Dealer’s review of the transaction confirmation issued by the Company.

The Company and the Advisor will not be liable or responsible to the Dealer for direct payment of commissions or any other amounts to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for all payments to the Dealer. The Dealer hereby waives any and all rights to receive payment of commissions and any other payments due until such time as the Dealer Manager is in receipt of the commission or other payment from the Company or the Advisor, as applicable. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith.

The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 8 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Notwithstanding the foregoing, Shares may be sold to (A) executive officers and directors of the Company and their immediate family members, (B) officers and employees of the Advisor or other affiliates and their immediate family members, and (C) if approved by the Board of Directors of the Company, joint venture partners, consultants and other service providers, at a discount equal to a purchase price of $9.10 per Share which, as provided in the

3

“Plan of Distribution” section of the Prospectus, reflects a reduction in (X) the dealer manager fee and/or (Y) the sales commission otherwise payable with respect to such Shares. Also as provided in the “Plan of Distribution” section of the Prospectus, (1) the Dealer Manager and the Dealer shall reduce the amount of its dealer manager fees and sales commission on sales to Qualifying Purchasers who purchase $250,000 of Shares or more in order to provide a reduction to the total purchase price per share for such Shares and (2) the Dealer Manager, in its sole discretion, may reduce the amount of its dealer manager fee and sales commission on sales to Qualifying Purchasers who purchase in excess of $3,000,000 of Shares. For purposes of this Article V , the term “ Qualifying Purchaser ” includes (A) an individual, his or her spouse and members of their immediate families who purchase the Shares for his, her or their own account; (B) a corporation, partnership, association, joint stock company, trust fund or any organized group of persons, whether incorporated or not; (C) an employees’ trust, pension, profit sharing or other employee benefit plan qualified under Section 401(a) of the Code; and (D) all commingled trust funds maintained by a bank.

Subscriptions for Shares made by Qualifying Purchasers may be combined for the purpose of determining whether the Qualifying Purchaser is eligible for a volume discount and/or the applicable level of volume discount, provided that all such Shares are purchased through the Dealer. If such subscriptions a