FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

FIRST AMENDMENT TO
REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of this 15th day of August, 2008, by and between APARTMENTS AT CANYON RIDGE, LLC, a Delaware limited liability company (“Seller”), and GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia limited liability company (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller and Buyer have previously executed that certain Real Estate Purchase and Sale Agreement dated as of July 10, 2008 (the “Agreement”), regarding certain real property commonly known as Canyon Ridge Apartments, 3868 Central Pike Road, Hermitage, Tennessee and more particularly described as set forth in Exhibit A thereto; and

WHEREAS, Seller and Buyer have agreed to make certain modifications to the Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective on the date first set forth above, the part