0001193125-10-040720 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is executed the 21st day of January, 2010, by and among Macquarie CNL Global Income 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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MANAGING DEALER AGREEMENT MACQUARIE CNL GLOBAL INCOME TRUST, INC.
Managing Dealer Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Florida

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of February, 2010, between MACQUARIE CNL GLOBAL INCOME TRUST, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Florida

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of January 20, 2010, is between Macquarie CNL Global Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Macquarie CNL Income, LP, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), and Macquarie CNL 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 MACQUARIE CNL GLOBAL INCOME TRUST, INC.
Broker Agreement • February 25th, 2010 • Macquarie CNL 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 , 2010, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MACQUARIE CNL INCOME, LP RECITALS
Limited Partnership Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) is executed as of the 20th day of January, 2010, between Macquarie CNL 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.

MASTER PROPERTY MANAGEMENT AND LEASING AGREEMENT
Master Property Management and Leasing Agreement • February 25th, 2010 • Macquarie CNL Global Income 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.

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”) is dated this 8th day of February, 2010, by and among Macquarie CNL Global Income Trust, Inc., a Maryland corporation (the “Company”), UMB Bank, N.A. (the “Escrow Agent”), Boston Financial Data Services, Inc., a Massachusetts corporation (the “Transfer 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”). This Agreement replaces in its entirety the escrow agreement between the parties hereto dated January 19, 2010.

AMENDED AND RESTATED SERVICE AGREEMENT
Service Agreement • February 25th, 2010 • Macquarie CNL Global Income Trust, Inc. • Real estate investment trusts • Florida

THIS AMENDED AND RESTATED SERVICE AGREEMENT (“Agreement”) is executed as of this 20th day of January, 2010, by and between CNL Capital Markets Corp. (“CCM” or “Servicer”), a wholly owned subsidiary of CNL Financial Group, Inc., Macquarie CNL Global Income Trust, Inc. (“Customer”), and Macquarie CNL Global Income Advisors, LLC (the “Advisor”).

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