0001193125-09-159511 Sample Contracts

FORM OF MANAGING DEALER AGREEMENT CNL MACQUARIE GLOBAL INCOME TRUST, INC.
Managing Dealer Agreement • July 30th, 2009 • CNL Macquarie Global Income Trust, Inc. • Real estate investment trusts • Florida

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2009, between CNL MACQUARIE GLOBAL INCOME TRUST, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • July 30th, 2009 • CNL Macquarie Global Income Trust, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of , is between CNL Macquarie Global Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), CNL Macquarie Income, LP, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), and CNL Macquarie Global Income Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Advisor”), and amends and restates in its entirety that certain Advisory Agreement by and among the aforementioned parties, dated April 7, 2009.

FORM OF PARTICIPATING BROKER AGREEMENT CNL MACQUARIE GLOBAL INCOME TRUST, INC.
Broker Agreement • July 30th, 2009 • CNL Macquarie Global Income Trust, Inc. • Real estate investment trusts • Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2009, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CNL MACQUARIE INCOME, LP RECITALS
Limited Partnership Agreement • July 30th, 2009 • CNL Macquarie Global Income Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 29th day of July, 2009, between CNL Macquarie Income 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.

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