First Amendment to Expense Support Agreement



 Exhibit 10.1 
 FIRST AMENDMENT 
 TO 

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT 

THIS FIRST AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (this “Amendment”) is
made this January 22, 2013 (the “Effective Date”) by and between CNL GLOBAL INCOME ADVISORS, LLC, a Delaware limited liability company (the “Advisor”) and GLOBAL INCOME TRUST, INC., a Maryland corporation (the
“Company” and together with the Advisor, the “Parties”). 
 RECITALS

 WHEREAS, the Parties entered into that certain Expense Support and Conditional Reimbursement Agreement
effective as of April 1, 2012; and 
 WHEREAS, the Parties now desire to amend the Agreement to reflect the
Advisor’s desire to extend the date by when the Advisor may not terminate the Agreement. 
 NOW THEREFORE, for and
in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

1.         Recitals. The recitals set forth above are true and
correct and are incorporated by reference. 
 2.         Extension
of Effective Period. The first paragraph of Section 1 of the Agreement is deleted in its entirety and replaced with the following: 

“Beginning April 1, 2012 and continuing until terminated by the Advisor in writing, but in no
event will such termination be made prior to December 31, 2013, (the “Effective Period”), the Advisor agrees to defer and subordinate the obligation for the Company to pay some or all of the reimbursement for personnel costs and
related overhead of personnel of the Advisor or its affiliates to the extent categorized as Total Operating Expenses (the “Costs”) and, further, to defer and subordinate the obligation for the Company to pay some or all of the Asset
Management Fees (the “Fees”), each of which the Advisor is entitled to receive pursuant to the Advisory Agreement, as described below. The deferral and subordination of the Company’s obligation to pay Costs and Fees is hereinafter
referred to as “Expense Support”.” 
 The remainder of Section 1 of the Agreement shall
remain unchanged. 
 3.         Amendment, Waiver and
Modification. Except as explicitly set forth herein, nothing contained herein shall be deemed or construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions or conditions contained in the Agreement, as
amended by this Amendment. Neither this Amendment nor the Agreement nor any term hereof or thereof may be changed, waived, discharged or terminated except by written consent of the Party against which such change, waiver, discharge or termination is
sought to be enforced. 
 4.         No Other
Modifications. Except as modified herein, the Agreement remains unchanged and is in full force and effect and the Parties do hereby ratify and affirm the Agreement as amended by this Amendment. 

5.         Defined Terms. All capitalized terms not defined herein
shall have the meaning ascribed to them in the Agreement. 

  
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 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day
and year first above written. 
  

			
	 “COMPANY”

	
	 GLOBAL INCOME TRUST, INC.

a Maryland corporation

	
	 By:         /s/ Steven D.
Shackelford                

	 Name:
	 	        Steven D.
Shackelford                
	 Title:
          CFO                              
              

	
	 “ADVISOR”

	
	 CNL GLOBAL INCOME ADVISORS, LLC,

a Delaware limited liability company

	
	 By:         /s/ Robert A.
Bourne                    

	 Name:
	 	        Robert A.
Bourne                        
	 Title:           Chief Executive
Officer




  
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