0001299933-10-002233 Sample Contracts

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • June 3rd, 2010 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • Virginia

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT dated as of June 3, 2010 is between Grubb & Ellis Apartment REIT, Inc., a Maryland corporation (the “Company”), and Grubb & Ellis Apartment REIT Advisor, LLC, a Virginia limited liability company (the “Advisor”).

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FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • June 3rd, 2010 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts

This First Amendment to Agreement of Limited Partnership (the “Amendment”) of GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P. (f/k/a NNN APARTMENT REIT HOLDINGS, L.P.) (the “Partnership”), entered into as of June 3, 2010, by and among GRUBB & ELLIS APARTMENT REIT, INC. (f/k/a NNN APARTMENT REIT, INC.), a Maryland corporation (the “Company” or the “General Partner”), GRUBB & ELLIS APARTMENT REIT ADVISOR, LLC (f/k/a NNN APARTMENT REIT ADVISOR, LLC), a Virginia limited liability company (the “Special Limited Partner”) and GRUBB & ELLIS APARTMENT REIT ADVISOR, LLC, as the initial limited partner (the “Initial Limited Partner”) and those parties whom from time to time become Limited Partners as provided in that certain Agreement of Limited Partnership dated as of December 27, 2005 (the “Partnership Agreement”) by virtue of their interest in the Partnership (capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Partnership Agreement).

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