0001193125-09-020034 Sample Contracts

MANAGING DEALER AGREEMENT CB RICHARD ELLIS REALTY TRUST
Managing Dealer Agreement • February 5th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of January, 2009, between CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBRE OPERATING PARTNERSHIP, L.P. Dated as of January 30, 2009
Limited Partnership Agreement • February 5th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of January 30, 2009, is entered into by and among CB Richard Ellis Realty Trust, a Maryland real estate investment trust, as the General Partner of and a Limited Partner in CBRE Operating Partnership, L.P., and the Persons (as defined below) whose names are set forth on Exhibit A, as attached hereto (as it may be amended from time to time).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 5th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of January 30, 2009, is made and entered into among CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”), CBRE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”) and CBRE ADVISORS LLC, a Delaware limited liability company (the “Advisor”).

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