Landmark Apartment Trust, Inc. Contracts & Agreements

AGREEMENT AND PLAN OF MERGER AMONG MONUMENTPARTNERS, L.L.C., MONUMENT REIT MERGER SUB, L.P., MONUMENT PARTNERSHIP MERGER SUB, L.P., LANDMARK APARTMENT TRUST, INC., AND LANDMARK... (Filed With SEC on October 22, 2015)

FORM OF TAX PROTECTION WAIVER October 22, 2015 (Filed With SEC on October 22, 2015)

AMENDMENT TO THE 2006 INCENTIVE AWARD PLAN OF LANDMARK APARTMENT TRUST, INC. (Adopted on June 25, 2015) (Filed With SEC on July 1, 2015)

AMENDMENT TO THE 2012 OTHER EQUITY-BASED AWARD PLAN OF LANDMARK APARTMENT TRUST, INC. (Adopted on June 25, 2015) (Filed With SEC on July 1, 2015)

AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (Magnolia GlenENA and JLCo) (Filed With SEC on June 3, 2015)

TAX PROTECTION AGREEMENT (ENA and JLCo Replacement for Magnolia Glen Tax Protection Agreement) (Filed With SEC on June 3, 2015)

AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (Magnolia GlenLegacy) (Filed With SEC on June 3, 2015)

LANDMARK APARTMENT TRUST, INC. EMPLOYMENT AGREEMENT (Gustav G. Remppies) (Filed With SEC on May 13, 2015)

LANDMARK APARTMENT TRUST, INC. EMPLOYMENT AGREEMENT (Greg Edward Brooks) (Filed With SEC on May 13, 2015)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 13, 2015)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2015)

EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (Filed With SEC on March 24, 2015)

FIRST AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT (Filed With SEC on March 24, 2015)

SEVENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 11, 2015)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on January 23, 2015)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on December 17, 2014)

FIFTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 14, 2014)

SIXTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 14, 2014)

Agreement Concerning Reimbursement Of Attorneys Fees, Costs And Expenses, Future Attorneys Fees, Costs And Expenses, And Indemnification (Filed With SEC on October 22, 2014)

LANDMARK APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Joseph Lubeck) (Filed With SEC on July 25, 2014)

LANDMARK APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Stanley J. Olander, Jr.) (Filed With SEC on July 25, 2014)

LANDMARK APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (James Miller) (Filed With SEC on July 25, 2014)

LANDMARK APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Elizabeth Truong) (Filed With SEC on July 25, 2014)

THE 2006 INCENTIVE AWARD PLAN OF LANDMARK APARTMENT TRUST OF AMERICA, INC. (As Amended and Restated Effective May 13, 2014) (Filed With SEC on May 19, 2014)

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (Filed With SEC on January 22, 2014)

SECOND AMENDED AND RESTATED NOTE (Filed With SEC on January 22, 2014)

SECURITIES PURCHASE AGREEMENT BY AND AMONG LANDMARK APARTMENTTRUST OF AMERICA, INC., iSTAR APARTMENT HOLDINGS LLC AND BREDS II Q LANDMARK LLC Dated as of January 7, 2014 TABLE OF... (Filed With SEC on January 10, 2014)

R E C I T A L S (Filed With SEC on January 10, 2014)

AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (Filed With SEC on January 10, 2014)

OMNIBUS AGREEMENT BYAND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC. LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP ELCO LANDMARK RESIDENTIAL HOLDINGS LLC ELCO HOLDINGS LTD.... (Filed With SEC on January 7, 2014)

SECOND AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT (Filed With SEC on December 27, 2013)

ASSIGNMENT AND ASSUMPTION AGREEMENT (re: Timbercreek Class A Units from ELRH II to LATA OP) (Filed With SEC on December 27, 2013)

PAYMENT AGREEMENT (Filed With SEC on December 27, 2013)

RESTRICTED SHARES AGREEMENT (ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC) (Filed With SEC on December 27, 2013)

SUPPORT PAYMENT AGREEMENT (Filed With SEC on December 27, 2013)

THIRDAMENDMENT AND WAIVER TO CREDIT AGREEMENT (Filed With SEC on October 16, 2013)

AMENDED AND RESTATED NOTE (Filed With SEC on October 16, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK... (Filed With SEC on July 31, 2013)

MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, ELCO LANDMARKRESIDENTIAL... (Filed With SEC on July 31, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT... (Filed With SEC on July 31, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK... (Filed With SEC on July 31, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG FAIRCAVE PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK... (Filed With SEC on July 31, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on July 8, 2013)

MASTER CONTRIBUTION AND ASSIGNMENT AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, ELCO LANDMARKRESIDENTIAL... (Filed With SEC on July 8, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK APARTMENT... (Filed With SEC on July 8, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG 191 PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK... (Filed With SEC on July 8, 2013)

INTEREST CONTRIBUTION AGREEMENT by and among ADMG FAIRCAVE PARTNERS LP, as the Contributor, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, as the Contributors Representative, LANDMARK... (Filed With SEC on July 8, 2013)

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (Filed With SEC on July 8, 2013)

TAX PROTECTION AGREEMENT (Filed With SEC on July 8, 2013)

COMMON STOCK PURCHASE AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., 2335887 LIMITED PARTNERSHIP AND MB EQUITY HOLDINGS, INC. AS THE PURCHASERS, ELCO LANDMARK... (Filed With SEC on July 8, 2013)

SECURITIES PURCHASE AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., iSTAR APARTMENT HOLDINGS LLC AND BREDS II Q LANDMARK LLC Dated as of June 28, 2013 TABLE OF... (Filed With SEC on July 5, 2013)

R E C I T A L S (Filed With SEC on July 5, 2013)

AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (Filed With SEC on July 5, 2013)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on July 5, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Preston Wood) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Barton Creek) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Brentwood) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Battleground Park) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Courtyard Villas) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Gleneagles) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Tanglewood) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Park Green) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Briley Parkway) (Filed With SEC on May 15, 2013)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Mission Bellevue Ridge) (Filed With SEC on May 15, 2013)

EMPLOYMENT AGREEMENT OF JAMES MILLER (Filed With SEC on April 11, 2013)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF JAMES G. MILLER (Filed With SEC on April 11, 2013)

EMPLOYMENT AGREEMENT OF ELIZABETH TRUONG (Filed With SEC on April 11, 2013)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF ELIZABETH TRUONG (Filed With SEC on April 11, 2013)

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC, Elco Landmark ResidentialHoldings II LLC... (Filed With SEC on March 19, 2013)

RESTRICTED LIMITED PARTNERSHIP UNITS AGREEMENT (ELCOLANDMARK RESIDENTIAL HOLDINGS II LLC) (Filed With SEC on March 19, 2013)

RESTRICTED LIMITED PARTNERSHIP UNITS AGREEMENT (ELCOLANDMARK RESIDENTIAL MANAGEMENT LLC) (Filed With SEC on March 19, 2013)

RESTRICTED LIMITED PARTNERSHIP UNITS AGREEMENT (ELCOLANDMARK RESIDENTIAL HOLDINGS LLC) (Filed With SEC on March 19, 2013)

LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P. Subordinated Promissory Note (Filed With SEC on March 19, 2013)

LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT (Under the LandmarkApartment Trust of America, Inc. 2012 Other EquityBased Award Plan) Dated[ ], 2013 (Filed With SEC on March 19, 2013)

LANDMARK APARTMENT TRUST OF AMERICA, INC. NON-DETACHABLE WARRANT TO PURCHASE SHARES OF COMMON STOCK (Filed With SEC on March 4, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 4, 2013)

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN LANDMARK APARTMENT TRUST OF AMERICA, INC. AND ###-###-#### LIMITED PARTNERSHIP Dated as of February 27, 2013 TABLE OF CONTENTS (Filed With SEC on March 4, 2013)

SECOND AMENDED AND RESTATED CONSOLIDATED UNSECURED PROMISSORY NOTE (Filed With SEC on August 14, 2012)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. FORM OF NON-DETACHABLE WARRANT TO PURCHASE SHARES OF COMMON STOCK (Filed With SEC on August 8, 2012)

MASTER CONTRIBUTION AND RECAPITALIZATIONAGREEMENT BY AND AMONG APARTMENT TRUST OF AMERICA, INC., APARTMENT TRUST OF AMERICA HOLDINGS.,L.P., ELCO LANDMARK RESIDENTIAL HOLDINGS LLC,... (Filed With SEC on August 8, 2012)

INTEREST CONTRIBUTION AGREEMENT by and among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the... (Filed With SEC on August 8, 2012)

INTEREST CONTRIBUTION AGREEMENT by and among DK BAY BREEZE, LLC, a Florida limited liability company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability... (Filed With SEC on August 8, 2012)

INTEREST CONTRIBUTION AGREEMENT by and among DK ESPLANADE, LLC, a Florida limited liability company, and DK ESPLANADE II, LLC, a Florida limited liability company collectively,... (Filed With SEC on August 8, 2012)

INTEREST CONTRIBUTION AGREEMENT by and among DK GATEWAY ANDROS II, LLC, a Florida limited liability company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware limited... (Filed With SEC on August 8, 2012)

FORM OF TAX PROTECTION AGREEMENT (Filed With SEC on August 8, 2012)

SUPPORT SERVICES AGREEMENT (Filed With SEC on August 8, 2012)

SECURITIES PURCHASE AGREEMENT BY AND AMONG APARTMENT TRUST OF AMERICA, INC., 2335887 LIMITED PARTNERSHIP, DK LANDMARK, LLC AND SOLELY FORCERTAIN LIMITED PURPOSES SET FORTH HEREIN,... (Filed With SEC on August 8, 2012)

CORPORATE GOVERNANCE AGREEMENT (Filed With SEC on August 8, 2012)

ADVISORY TERMINATION AGREEMENT AND MUTUAL RELEASE by and among APARTMENT TRUST OF AMERICA, INC., APARTMENT TRUST OF AMERICA HOLDINGS, L.P. ROC REIT ADVISORS, LLC, STANLEY J.... (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Stanley J. Olander, Jr.) (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Gustav G. Remppies) (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (B. Mechelle Lafon) (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Joseph Lubeck) (Filed With SEC on August 8, 2012)

FORM OF LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT (Under theApartment Trust of America, Inc. 2012 Other Equity-Based Award Plan) Dated: August 3, 2012 (Filed With SEC on August 8, 2012)

APARTMENT TRUST OF AMERICA, INC. 2012 OTHER EQUITY-BASED AWARD PLAN TABLE OF CONTENTS (Filed With SEC on August 8, 2012)

AMENDMENT NO.2 TO THE 2006 INCENTIVE AWARD PLAN OF APARTMENT TRUST OF AMERICA, INC. (Filed With SEC on August 8, 2012)

FORM OF LOAN INDEMNIFICATION AGREEMENT [[Property Name]] (Filed With SEC on August 8, 2012)

LOAN INDEMNIFICATION AGREEMENT ESPLANDE APARTMENTS (Filed With SEC on August 8, 2012)

ADVISORY AGREEMENT (Filed With SEC on March 30, 2012)

FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (Filed With SEC on November 10, 2011)

SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF APARTMENT TRUST OF AMERICA HOLDINGS, LP (f/k/a Grubb & Ellis Apartment REIT Holdings, LP) (Filed With SEC on June 30, 2011)

ADVISORY AGREEMENT (Filed With SEC on March 1, 2011)

SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN Apartment Trust of America, Inc. (Filed With SEC on March 1, 2011)

GRUBB & ELLIS APARTMENT REIT, INC. UP TO 105,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT (Filed With SEC on November 12, 2010)

ASSET PURCHASE AGREEMENT (Filed With SEC on August 31, 2010)

PURCHASE AND SALE AGREEMENT (Filed With SEC on August 31, 2010)

1. IDENTIFICATION OF PARTIES 1 2. DESCRIPTION OF THE PROPERTY 1 3. THE PURCHASE PRICE 3 4. TITLE 4 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 6 6. REPRESENTATIONS,... (Filed With SEC on August 31, 2010)

AMENDED AND RESTATED CONSOLIDATED UNSECURED PROMISSORY NOTE (Filed With SEC on August 17, 2010)

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (Filed With SEC on June 3, 2010)

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS APARTMENT REIT HOLDINGS, L.P. (Filed With SEC on June 3, 2010)

[FORM OF] INDEMNIFICATION AGREEMENT (Filed With SEC on March 22, 2010)

CONTRACT OF SALE (Filed With SEC on January 27, 2010)

CONSOLIDATED UNSECURED PROMISSORY NOTE (Filed With SEC on November 12, 2009)

GRUBB & ELLIS APARTMENT REIT, INC. AMENDED AND RESTATED SHARE REPURCHASE PLAN EFFECTIVE AS OF NOVEMBER 5, 2009 (Filed With SEC on October 2, 2009)

UNSECURED PROMISSORY NOTE (EXTENSION NO. 2) Original Date: September 15, 2008Borrower: Grubb & Ellis Apartment REIT Holdings, LP a Virginia limited partnership 1551 N. Tustin... (Filed With SEC on September 18, 2009)

FIFTH AMENDMENT TO AND WAIVER OF LOAN AGREEMENT (Filed With SEC on September 4, 2009)

AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (Filed With SEC on July 23, 2009)

GRUBB & ELLIS APARTMENT REIT, INC. UP TO 105,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT June 22, 2009 (Filed With SEC on June 26, 2009)

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (Filed With SEC on December 2, 2008)

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT (Filed With SEC on September 25, 2008)

REAL ESTATE PURCHASE AND SALE AGREEMENT APARTMENTS AT CANYON RIDGE, LLC, a Delaware limited liability company, SELLER and GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia limited... (Filed With SEC on September 19, 2008)

FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (Filed With SEC on September 19, 2008)

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT (Filed With SEC on September 19, 2008)

MULTIFAMILY NOTE MULTISTATE ADJUSTABLE RATE (REVISION DATE 2-15-2008) US $24,000,000.00 Effective Date: As of September 15, 2008 (Filed With SEC on September 19, 2008)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (Including Fixture Filing) (TENNESSEE REVISION DATE 10-18-2007) Maximum Principal Indebtedness for Tennessee... (Filed With SEC on September 19, 2008)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005 (Filed With SEC on September 19, 2008)

FOURTH AMENDMENT TO AND WAIVER OF LOAN AGREEMENT (Filed With SEC on September 19, 2008)

FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS) (Filed With SEC on September 19, 2008)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on September 19, 2008)

GRUBB & ELLIS APARTMENT REIT, INC. SHARE REPURCHASE PLAN (Filed With SEC on August 25, 2008)

FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (Filed With SEC on July 21, 2008)

PURCHASE AND SALE AGREEMENT BY AND BETWEEN ATLANTA CREEKSIDE GARDENS ASSOCIATES, LLC, AS SELLER AND GRUBB & ELLIS REALTY INVESTORS, LLC, 1 AS PURCHASER TABLE OF CONTENTS (Filed With SEC on July 2, 2008)

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on July 2, 2008)

PURCHASE AND SALE AGREEMENT ASSIGNMENT (Filed With SEC on July 2, 2008)

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT (Filed With SEC on July 2, 2008)

MULTIFAMILY NOTE MULTISTATE ADJUSTABLE RATE (REVISION DATE 2-15-2008) US $17,000,000.00 Effective Date: As of June 26, 2008 (Filed With SEC on July 2, 2008)

MULTIFAMILY DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (GEORGIA REVISION DATE 05-11-2004) 1 (Filed With SEC on July 2, 2008)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005 (Filed With SEC on July 2, 2008)

MULTIFAMILY NOTE MULTISTATE ADJUSTABLE RATE (REVISION DATE 2-15-2008) US $20,000,000.00 Effective Date: As of June 27, 2008 (Filed With SEC on July 2, 2008)

MULTIFAMILY DEED TO SECURE DEBT, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (GEORGIA REVISION DATE 05-11-2004) 1 (Filed With SEC on July 2, 2008)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005 (Filed With SEC on July 2, 2008)

THIRD AMENDMENT TO AND WAIVER OF LOAN AGREEMENT (Filed With SEC on July 2, 2008)

THIRD AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS) (Filed With SEC on July 2, 2008)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on July 2, 2008)

June 18, 2008 Chris Troutman Wachovia Securities 301 South College Street 16th Floor Charlotte, North Carolina 28288 Re: Grubb-Ellis Apartment REIT (Filed With SEC on June 24, 2008)

CONTRACT OF SALE (Filed With SEC on April 4, 2008)

CEDAR PARK APARTMENTS AMENDMENT TO CONTRACT OF SALE (Filed With SEC on April 4, 2008)

CEDAR PARK APARTMENTS SECOND AMENDMENT TO CONTRACT OF SALE (Filed With SEC on April 4, 2008)

CEDAR PARK APARTMENTS THIRD AMENDMENT TO CONTRACT OF SALE (Filed With SEC on April 4, 2008)

SALE AGREEMENT ASSIGNMENT (Filed With SEC on April 4, 2008)

FIXED+1 MULTIFAMILY NOTE US $17,651,000.00 March 31, 2008 (Filed With SEC on April 4, 2008)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING (TEXAS) 1 Notice of Confidentiality Rights: If you are a natural person, you may remove or... (Filed With SEC on April 4, 2008)

SECOND AMENDMENT TO AND WAIVER OF LOAN AGREEMENT (Filed With SEC on April 4, 2008)

AMENDED AND RESTATED PROMISSORY NOTE (Filed With SEC on April 4, 2008)

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS) (Filed With SEC on April 4, 2008)

Scott L. Weber Direct: 804 ###-###-#### ***@*** Direct Fax: 804 ###-###-#### December 19, 2007 (Filed With SEC on December 31, 2007)

SALE AGREEMENT ASSIGNMENT (Filed With SEC on December 31, 2007)

MULTIFAMILY NOTE MULTISTATE FIXED TO FLOAT (REVISION DATE 03-30-2006) US $10,475,000.00 Effective Date: As of December 21, 2007 (Filed With SEC on December 31, 2007)

Edwin C. Cox, Esquire Troutman Sanders LLP Tax Map ID/Tax Parcel Number:Post Office Box 1122 (Filed With SEC on December 31, 2007)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005 (Filed With SEC on December 31, 2007)

MULTIFAMILY NOTE MULTISTATE FIXED TO FLOAT (REVISION DATE 03-30-2006) US $20,100,000.00 Effective Date: As of December 21, 2007 (Filed With SEC on December 31, 2007)

Edwin C. Cox, Esquire Troutman Sanders LLP Tax Map ID/Tax Parcel Number:Post Office Box 1122 (Filed With SEC on December 31, 2007)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005 (Filed With SEC on December 31, 2007)

FIRST AMENDED AND RESTATED PLEDGE AGREEMENT (MEMBERSHIP AND PARTNERSHIP INTERESTS) (Filed With SEC on December 31, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on December 31, 2007)

PURCHASE AND SALE AGREEMENT by and between EL DORADO APARTMENTS, LLC, a Texas limited liability company Seller" and TRIPLE NET PROPERTIES, LLC a Virginia liability company... (Filed With SEC on November 7, 2007)

REINSTATEMENT OF AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on November 7, 2007)

ASSIGNMENT OF CONTRACT (Filed With SEC on November 7, 2007)

RECORDING REQUESTED BY AND (El Dorado) WHEN RECORDED MAIL TO: (99-1069656 ) (Filed With SEC on November 7, 2007)

THIS INSTRUMENT CONTAINS INDEMNIFICATION PROVISIONS AND PROVISIONS LIMITING LENDERS LIABILITY FOR NEGLIGENCE (Filed With SEC on November 7, 2007)

EL DORADO APARTMENTS, LLC (Borrower) To JONG S. KIM, ESQ. (Trustee) for the benefit of ROYAL BANK OF CANADA (Lender) DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT... (Filed With SEC on November 7, 2007)

THIS INSTRUMENT CONTAINS INDEMNIFICATION PROVISIONS AND PROVISIONS LIMITING LENDERS LIABILITY FOR NEGLIGENCE ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on November 7, 2007)

LOAN AGREEMENT (Filed With SEC on November 7, 2007)

PROMISSORY NOTE (Filed With SEC on November 7, 2007)

PLEDGE AGREEMENT (PARTNERSHIP INTERESTS) (Filed With SEC on November 7, 2007)

PURCHASE AND SALE AGREEMENT by and between FS TOWNE CROSSING, LTD., a Texas limited partnership Seller" and TRIPLE NET PROPERTIES, LLC a Virginia liability company Purchaser" 1... (Filed With SEC on August 31, 2007)

REINSTATEMENT OF AND FIRST AMENDMENT TO AND JOINDER AND RATIFICATION OF PURCHASE AND SALE AGREEMENT (Filed With SEC on August 31, 2007)

ASSIGNMENT OF CONTRACT (Filed With SEC on August 31, 2007)

ASSUMPTION AGREEMENT (Filed With SEC on August 31, 2007)

MULTIFAMILY NOTE MULTISTATE FIXED TO FLOAT (REVISION DATE 10-01-2004) US $15,760,000.00 Effective Date: as of October 31, 2005 (Filed With SEC on August 31, 2007)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING (TEXAS REVISION DATE 01-11-2005) (Filed With SEC on August 31, 2007)

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/05 (Filed With SEC on August 31, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on August 31, 2007)

SALE AGREEMENT Bay Point Resort Apartments, Corpus Christi TX (Filed With SEC on August 7, 2007)

AMENDMENT TO SALE AGREEMENT Bay Point Resort Apartments, Corpus Christi, TX (Filed With SEC on August 7, 2007)

SALE AGREEMENT ASSIGNMENT (Filed With SEC on August 7, 2007)

FIXED+1 MULTIFAMILY NOTE US $21,612,000.00 August 1, 2007 (Filed With SEC on August 7, 2007)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING (TEXAS) 1 Notice of Confidentiality Rights: If you are a natural person, you may remove or... (Filed With SEC on August 7, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on August 7, 2007)

FIXED+1 MULTIFAMILY NOTE US $10,295,000.00 August 1, 2007 (Filed With SEC on August 7, 2007)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING (TEXAS) 1 Notice of Confidentiality Rights: If you are a natural person, you may remove or... (Filed With SEC on August 7, 2007)

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT (Filed With SEC on July 6, 2007)

Loan Assumption and Modification Agreement (Filed With SEC on July 6, 2007)

Secured Promissory Note (Filed With SEC on July 6, 2007)

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited partnership, Borrower, having an office at 3103 Camden Drive Troy,... (Filed With SEC on July 6, 2007)

SPACE ABOVE THIS LINE FOR RECORDER 5 USE Absolute Assignment of Leases and Rents (Filed With SEC on July 6, 2007)

Supplemental Carveout Guarantee and Indemnity Agreement (Filed With SEC on July 6, 2007)

Supplemental Environmental Indemnity Agreement (Filed With SEC on July 6, 2007)

Assignment and Subordination of Management Agreement (Filed With SEC on July 6, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on July 6, 2007)

PURCHASE AND SALE AGREEMENT by and between NORTHSPRING PARK, LLC, a Texas limited liability company Seller" and TRIPLE NET PROPERTIES, LLC a Virginia liability company Purchaser"... (Filed With SEC on June 18, 2007)

REINSTATEMENT OF AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on June 18, 2007)

ASSIGNMENT OF CONTRACT (Filed With SEC on June 18, 2007)

PROMISSORY NOTE (Filed With SEC on April 17, 2007)

this instrument prepared by and when recorded return to: Kilpatrick Stockton LLP Hearst Tower, Suite 2500 214 North Tryon Street Charlotte, North Carolina 28202 Attn: James M.... (Filed With SEC on April 17, 2007)

INDEMNITY AND GUARANTY AGREEMENT (Filed With SEC on April 17, 2007)

this instrument prepared by and when recorded return to: Kilpatrick Stockton LLP Hearst Tower, Suite 2500 214 North Tryon Street Charlotte, North Carolina 28202 Attn: James M.... (Filed With SEC on April 17, 2007)

ASSIGNMENT OF WARRANTIES AND OTHER CONTRACT RIGHTS (Filed With SEC on April 17, 2007)

ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on April 17, 2007)

SEC INDEMNITY AND GUARANTY AGREEMENT (Filed With SEC on April 17, 2007)

Exhibit No (Filed With SEC on January 5, 2007)

CONTRACT OF SALE (Filed With SEC on January 4, 2007)

[Hirschler Fleischer letterhead] (Filed With SEC on January 4, 2007)

AMENDMENT TO CONTRACT OF SALE (Filed With SEC on January 4, 2007)

Via: UPS overnight delivery (Filed With SEC on January 4, 2007)

AMENDMENT TO CONTRACT OF SALE (Filed With SEC on January 4, 2007)

ASSIGNMENT OF CONTRACT (Filed With SEC on January 4, 2007)

Loan No.: 50 ###-###-#### Hidden Lakes Apartments PROMISSORY NOTE $19,218,000.00 December 28, 2006 (Filed With SEC on January 4, 2007)

Loan No.: 50 ###-###-#### Hidden Lakes Apartments APARTMENT REIT HIDDEN LAKES, LP, as Borrower (Filed With SEC on January 4, 2007)

Loan No.: 50 ###-###-#### Hidden Lakes Apartments INDEMNITY AND GUARANTY AGREEMENT (Filed With SEC on January 4, 2007)

this instrument prepared byand when recorded return to: Kilpatrick Stockton LLPHearst Tower, Suite ###-###-#### North Tryon StreetCharlotte, North Carolina 28202Attn: James M.... (Filed With SEC on January 4, 2007)

Loan No.: 50 ###-###-#### Hidden Lakes Apartments ASSIGNMENT OF WARRANTIES AND OTHER CONTRACT RIGHTS (Filed With SEC on January 4, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on January 4, 2007)

SEC INDEMNITY AND GUARANTY AGREEMENT (Filed With SEC on January 4, 2007)

UNSECURED PROMISSORY NOTE (this Note) (Filed With SEC on January 4, 2007)

ASSIGNMENT AND ACCEPTANCE AGREEMENT (Filed With SEC on November 28, 2006)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 28, 2006)

REVOLVING NOTE $162,500,000.00 November 22, 2006 (Filed With SEC on November 28, 2006)

REVOLVING NOTE $37,500,000.00 November 22, 2006 (Filed With SEC on November 28, 2006)

Financial Statements (Filed With SEC on November 9, 2006)

CONTRACT OF SALE (Filed With SEC on November 3, 2006)

David F. Belkowitz Richmond Office ###-###-#### ***@*** Federal Reserve Bank Building Fredericksburg Office:701 East Byrd Street 725 Jackson Street, Suite 200Richmond, VA 23210... (Filed With SEC on November 3, 2006)

David F. Belkowitz Richmond Office ###-###-#### ***@*** Federal Reserve Bank Building 701 East Byrd Street Richmond, VA 23219 Telephone: 804 ###-###-#### Facsimile: 804... (Filed With SEC on November 3, 2006)

David F.Belkowitz Richmond Office ###-###-#### ***@*** Federal Reserve Bank Building 701 East Byrd Street Richmond, VA 23219 Telephone: 804 ###-###-#### Fax: 804 ###-###-####... (Filed With SEC on November 3, 2006)

AMENDMENT TO CONTRACT OF SALE (Filed With SEC on November 3, 2006)

ASSIGNMENT OF CONTRACT (Filed With SEC on November 3, 2006)

ARTICLE I. DEFINITIONS (Filed With SEC on November 3, 2006)

****************************************************************************** DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (Filed With SEC on November 3, 2006)

REVOLVING NOTE $200,000,000.00 October 31, 2006 (Filed With SEC on November 3, 2006)

SWINGLINE NOTE $10,000,000.00 October 31, 2006 (Filed With SEC on November 3, 2006)

GUARANTY (Filed With SEC on November 3, 2006)

ASSIGNMENT OF LEASES AND RENTS (Filed With SEC on November 3, 2006)

ARTICLE I. DEFINITIONS (Filed With SEC on November 3, 2006)

****************************************************************************** SECOND DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (Filed With SEC on November 3, 2006)

NOTE (MEZZANINE LOAN) (Walker Ranch Property) $4,740,000.00 October 31, 2006 (Filed With SEC on November 3, 2006)

GUARANTY (MEZZANINE LOAN) (Filed With SEC on November 3, 2006)

SECOND ASSIGNMENT OF LEASES AND RENTS (Filed With SEC on November 3, 2006)

LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Agent By: /s/ Cathy A. Casey Name: Cathy A. Casey Title: Managing Director BORROWER: NNN APARTMENT REIT HOLDINGS,... (Filed With SEC on November 3, 2006)

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