0000892569-09-000087 Sample Contracts

GRUBB & ELLIS APARTMENT REIT, INC. UP TO 105,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT
Dealer Agreement • February 17th, 2009 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts • California
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FORM OF AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 17th, 2009 • Grubb & Ellis Apartment REIT, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment No. 2”), dated as of ___, 2009 and effective as of ___, 2009, is entered into by and among 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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