“(a) The Advisor or its Affiliates shall receive as compensation for servicesrendered in connection with the investigation, selection and acquisition of RealEstate Assets and Real Estate-Related Securities (by purchase, investment orexchange) funded by equity raised during the Offering Stage by the Advisor or itsAffiliates, including any acquisitions completed after the end of the Offering Stageand/or termination of this Agreement or funded with net proceeds from a Sale, anAcquisition Fee payable by the Company. The total Acquisition Fees paid to theAdvisor or its Affiliates shall not exceed (i) 3.0% of the Contract Purchase Priceof Properties acquired directly or indirectly by the Company, (ii) 4.0% of the TotalDevelopment Cost of Properties developed by or on behalf of the Company for servicesprovided by the Advisor, its Affiliates or sub-contractors thereof, and (iii) 2.0%of the origination price or purchase price of (A) Real Estate-Related Securities and(B) Real Estate Assets other than Properties, originated or acquired by the Company.At the Advisor’s discretion, a portion of the Acquisition Fee may be paid tothird-party developers for services rendered. Acquisition Fees shall be payable onthe acquisition of a specific Property, on the acquisition of a portfolio ofProperties through a purchase of assets, controlling securities or by Joint Venture,by a merger or similar business combination or other comparable transaction, on thecompletion of development of a Property or Properties for the Company, or on theorigination or acquisition of Real Estate-Related Securities or Real Estate Assetsother than Properties. However, the total of all Acquisition Fees and AcquisitionExpenses payable with respect to any Real Estate Assets and Real Estate-RelatedSecurities shall not exceed 6.0% of the Contract Purchase Price of such Real EstateAssets or Real Estate-Related Securities, or in the case of a loan, 6.0% of thefunds advanced, unless fees in excess of such amount are approved by a majority ofthe Directors not interested in such transaction and by a majority of theIndependent Directors not interested in such transaction and which transaction isdetermined to be commercially competitive, fair and reasonable to theCompany. Notwithstanding anything to the contrary herein, in the event the Advisor’sobligations in Section 2(a) herein terminate or are waived by the Company, theAdvisor may, in its sole discretion, waive all or a portion of its rights under thisSection 9(a).”     3. Compensation for Additional Services, Certain Limitations. Section 11(b) of theAmended Advisory Agreement is hereby deleted in its entirety and replaced with the following.     “(b) In extraordinary circumstances, the Advisor and its Affiliates may provideother goods and services to the Company if all of the following criteria are met:(i) the goods or services must be necessary to the prudent operation of the Company;and (ii) the compensation, price or fee must be equal to the lesser of thecompensation, price or fee the Company would be required to pay to independentparties who are rendering comparable services or selling or leasing comparable goodson competitive terms in the same geographic location, or the compensation, price orfee charged by the Advisor or its Affiliates for rendering comparable services orselling or leasing comparable goods to third parties on competitive terms. Inaddition, any such payment will be subject to the further
 

 
limitation described in paragraph (c) below. Extraordinary circumstances shallbe presumed only when there is an emergency situation requiring immediate action bythe Advisor or its Affiliates and the goods or services are not immediatelyavailable from unaffiliated parties. Services which may be performed in suchextraordinary circumstances include emergency maintenance of Company Properties,janitorial and other related services due to strikes or lock-outs, emergency tenantevictions and repair services which require immediate action, as well as operatingand re-leasing properties with respect to which the leases are in default or havebeen terminated.”     4. Defined Terms; References.     Capitalized terms used but not defined herein shall have the meanings assigned to such termsin the Amended Advisory Agreement, as amended by Amendment No. 1. Each reference to “hereof,”“hereunder,” “herein” and “hereby” and each other similar reference and each reference to “thisAmended Advisory Agreement” and each other similar reference contained in the Agreement shall,after the date hereof, refer to the Amended Advisory Agreement as amended by Amendment No. 1 andthis Amendment No. 2.     5. Titles and Headings.     The headings in this Amendment No. 2 are for reference purposes only, and shall not in any wayaffect the meaning or interpretation of this Amendment No. 2.     6. Severability.     The invalidity of any portion of this Amendment No. 2 shall not affect the validity, force oreffect of the remaining portions hereof. If it is ever held that any restriction hereunder is toobroad to permit enforcement of such restriction to its fullest extent, such restriction shall beenforced to the maximum extent permitted by law.     7. Counterparts and Recognition of Facsimile Signatures.     This Amendment No. 2 may be executed in one or more counterparts, each of which shall bedeemed an original agreement, but all of which together shall constitute one and the sameinstrument. Additionally, the parties hereto acknowledge and agree that a facsimile signature tothis Amendment No. 2 will be recognized and accepted as an original signature.     8. Governing Law.     The parties hereto agree that this Amendment No. 2 shall be governed by the provisions ofSection 24 of the Amended Advisory Agreement.
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executedeffective as of the date first written above by their respective officers thereunto dulyauthorized.         GRUBB & ELLIS APARTMENT REIT, INC.         By:             Name:              Title:                    GRUBB & ELLIS APARTMENT REIT ADVISOR, LLC         By:              Name:              Title: