exv4w2



 






Exhibit 4.2





			
	NUMBER
	 	SHARES                   






GRUBB & ELLIS REALTY ADVISORS, INC.

ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE




TOTAL AUTHORIZED ISSUE

120,000,000 Shares of Common Stock

Par Value 0.0001




SEE REVERSE FOR

CERTAIN DEFINITIONS




          This Certifies that




          is the owner of Fully paid and non-assessable shares of the above Corporation
transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
Witness the seal of the Corporation and the signatures of its duly authorized officers.




     Dated:



	 	 	 	 	 	 	 
	 

	 	                                                                       

                       Secretary
	 	
	 	                                                                      

                                        President






 









 





The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	 	                    
	 	Custodian
	 	                    
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN -	 	as joint tenants with right of survivorship	 	 	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 	 	Act                     
	 

	 	 	 	 	 	          (State)	 	 	 	 





Additional Abbreviations may also be used though not in the above list.




     For value received,                                                              hereby sell, assign and transfer unto



	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	 
	        IDENTIFYING NUMBER OF ASSIGNEE
	 	 








	 	 	 
	 

	 	 








                                                                                                                                                                                                                                                

                  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



                                                                                                                                                                                                                                                



                                                                                                                                                                                                                                                



                                                                     
                                                                             
                                                                      shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint                                             



                                                                                                                                            
Attorney to transfer the said stock on the books of the within named Corporation
will full power of substitution in the premises.




Dated                                         



In presence of:                                                                                                                         



Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.