EX-10.5






ASSIGNMENT AND ASSUMPTION OF




REAL ESTATE PURCHASE AGREEMENT




This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment Agreement”) is made
as of June 27, 2008 by and between



GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia limited liability company (“Assignor”) and G&E
APARTMENT REIT KEDRON VILLAGE, LLC, a Delaware limited liability company (“Assignee”).



RECITALS




A. Assignor, AMLI at Peachtree City-Phase I, LLC. (“PC Seller”) and AMLI at Peachtree
City-Phase II, LLC (“KV Seller”) entered into that certain Purchase and Sale Agreement dated as of
June 23, 2008 (as amended, the “Purchase Agreement”). Pursuant to the Purchase Agreement, Assignor
agreed to purchase from PC Seller that certain real property known as the Peachtree City apartments
in Peachtree City, Georgia (the “PC Property”), and agreed to purchase from KV Seller that certain
real property known as the Kedron Village apartments in Peachtree City Georgia (the “KV Property”),
all as more particularly described in the Purchase Agreement.



B. Assignor desires to assign all of its rights and obligations under the Purchase Agreement
vis-à-vis the KV Seller and with respect to the KV Property to Assignee, and Assignee desires to
assume such rights and obligations of Assignor under the Purchase Agreement on the terms and
conditions set forth below.



NOW, THEREFORE, in consideration of the covenants contained herein, the premises set forth
above and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as set forth below.



1. Assignment and Assumption. In consideration of the covenants contained
herein, Assignor hereby assigns to Assignee all of its right, title, obligations, liabilities and
interest under the Purchase Agreement vis-à-vis the KV Seller and in and to the KV Property, and
Assignee hereby assumes all such right, title, obligations, liabilities and interest under the
Purchase Agreement vis-à-vis the KV Seller and in and to the KV Property, including, without
limitation, all post-Closing obligations of Assignor under the Purchase Agreement with respect
thereto (“Assigned Rights and Obligations”). Assignor and Assignee agree to execute any further
documents or instruments reasonably required to effectuate the assignment of the Assigned Rights
and Obligations.



2. Successors and Assigns. Each and all of the covenants and conditions of
this Assignment Agreement shall inure to the benefit of and shall be binding upon the
successors-ininterest, assigns, and representatives of the parties hereto.



3. Miscellaneous. Assignor and Assignee each hereby represents and warrants
that it has full right, power and authority to enter into this Assignment Agreement and that the
person executing this Assignment Agreement on behalf of Assignor and Assignee, respectively, is
duly authorized to do so. This Assignment Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which when taken together shall constitute



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one and the same instrument. This Assignment Agreement may be executed by facsimile
transmission.



IN WITNESS WHEREOF, this Assignment Agreement has been made and executed as of the date first
above written.




ASSIGNOR:



GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia
limited liability company




By: /s/ Jeff Hanson

Name: Jeff Hanson

Title: Chief Investment Officer





ASSIGNEE:



G&E APARTMENT REIT KEDRON VILLAGE, LLC, a Delaware limited



liability company



	 	 	 
	By:

Name:

	 	/s/ Gus G. Remppies

Gus G. Remppies







	 	 	Its: Authorized Signatory






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