exv4w1



 






EXHIBIT 4.1





			
	       NUMBER
	 	                                   UNITS






U-                    




	 	 	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS

	 	GRUBB & ELLIS REALTY ADVISORS, INC.
	 	 






CUSIP




       UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK



THIS CERTIFIES THAT                                                                                                                                                      



is the owner of                                                                                                                                                                        Units.



Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001
per share (“Common Stock”), of Grubb & Ellis Realty Advisors, Inc., a Delaware
corporation (the “Company”), and two warrants (the “Warrants”). Each Warrant
entitles the holder to purchase one (1) share of Common Stock for [$5.00/$6.25]
per share (subject to adjustment). Each Warrant will become exercisable on the
later of (i) the Company’s completion of an acquisition, through a purchase,
asset acquisition or other business combination, of one or more commercial real
estate properties and/or assets, including by acquisition of an operating
company, and (ii)
                    , 2007, and will expire unless exercised before
5:00 p.m., New York City Time, on
                    , 2010, or earlier upon redemption
(the “Expiration Date”). The Common Stock and Warrants comprising the Units
represented by this certificate are not transferable separately prior to
                    ,
2006, subject to earlier separation in the discretion of Deutsche
Bank Securities Inc. The terms of the Warrants are governed by a Warrant
Agreement, dated as of
                    , 2006, between the Company and Continental Stock
Transfer & Trust Company, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of
this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 17 Battery Place,
New York, New York 10004, and are available to any Warrant holder on written
request and without cost.




     This certificate is not valid unless countersigned by the Transfer Agent
and Registrar of the Company.



     Witness the facsimile seal of the Company and the facsimile signature of
its duly authorized officers.



	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	                                                            

Chairman of the Board
	 	
	 	                                                            

Secretary






 









 






Grubb & Ellis Realty Advisors, Inc.




     The Company will furnish without charge to each unit holder who so requests, a statement
of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.



     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)



                                                                                                                                                                                                                                      



                                                                                                                                                                                                                                           



                                                                                                                                                                                                                      Units



represented by the within Certificate, and do hereby irrevocably constitute and appoint                                       
                                     



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




Dated                     




	 	 	 	 	 
	 

	 	                                                                                                                                

	 

	 	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.






Signature(s) Guaranteed:




	 	 	 
	                                                                                                                                 

	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).