REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___, 2006, by and among Grubb & Ellis Realty Advisors, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
19,166,667 Units GRUBB & ELLIS REALTY ADVISORS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
This Agreement is made as of , 2006 by and between GRUBB & ELLIS REALTY ADVISORS, INC. (the “Company”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
This Agreement made as of ___, 2006 between Grubb & Ellis Realty Advisors, Inc., a Delaware corporation, with offices at 2215 Sanders Road, Suite 400, Northbrook, Illinois 60062 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
PROPERTY MANAGEMENT AGREEMENT BETWEEN GRUBB & ELLIS REALTY ADVISORS, INC., as Owner AND GRUBB & ELLIS MANAGEMENT SERVICES, INC., as Manager Dated as of:Property Management Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks
THIS PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of this day of , 2006, by and between GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Owner”), and GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (“Manager”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Company”), each of the stockholders of the Company set forth on Exhibit A, annexed hereto (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
25,000,000 Units GRUBB & ELLIS REALTY ADVISORS, INC. UNDERWRITING AGREEMENTGrubb & Ellis Realty Advisors, Inc. • January 9th, 2006 • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
MASTER AGREEMENT for SERVICES between GRUBB & ELLIS REALTY ADVISORS, INC. and GRUBB & ELLIS COMPANYMaster Agreement for Services • January 9th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois
This MASTER AGREEMENT FOR SERVICES (“Agreement”) is made as of ______ 2006 (“Effective Date”) by and between GRUBB & ELLIS COMPANY, a Delaware Corporation (“Consultant”), and GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Client”), with reference to the facts set forth in the Recitals below:
Deutsche Bank Securities Inc. 60 Wall Street, 44th floor New York, NY 10005 Re: Grubb & Ellis Realty Advisors, Inc. Ladies and Gentlemen:Grubb & Ellis Realty Advisors, Inc. • January 9th, 2006 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of Grubb & Ellis Realty Advisors, Inc. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Deutsche Bank Securities Inc. (“Deutsche Bank”) informs the Company of its decision to allow earlier separate trading.
MASTER AGREEMENT FOR PROJECT MANAGEMENT SERVICESMaster Agreement for Project Management Services • January 9th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois
This Agreement is made as of , 2006 by and between Grubb & Ellis Management Services, Inc. (hereinafter referred to as “Manager”), and Grubb & Ellis Realty Advisors, Inc. (hereinafter referred to as “Client”).
GRUBB & ELLIS REALTY ADVISORS, INC. 1,666,667 UNITS REPRESENTING COMMON STOCK AND WARRANTS Unit Purchase AgreementGrubb & Ellis Realty Advisors, Inc. • February 24th, 2006 • Blank checks • New York
Grubb & Ellis Realty Advisors, Inc., a Delaware corporation (the “Corporation”), proposes, subject to the terms and conditions stated herein, to issue and sell to Kojaian Ventures, L.L.C (“Kojaian Ventures”) an aggregate of 1,666,667 units (the “Kojaian Units”) representing one share of common stock and two warrants in the Corporation (the “Units”). Certain terms used but not defined herein have the meanings assigned to them in the underwriting agreement (the “Underwriting Agreement”), dated as of even date herewith, by and among the Corporation and the underwriters named therein (the “Underwriters”), relating to the Corporation’s proposed sale of an aggregate 19,166,667 Units (the “Underwritten Units”), to the Underwriters.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Company”), each of the stockholders of the Company set forth on Exhibit A, annexed hereto (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
GRUBB & ELLIS REALTY ADVISORS, INC.Grubb & Ellis Realty Advisors, Inc. • January 9th, 2006 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the Registration Statement, No. 333-129190, originally filed with the Securities and Exchange Commission on October 21, 2005 (the “Registration Statement”) for the initial public offering (“IPO”) of the securities of Grubb & Ellis Realty Advisors, Inc. (“GERA”) and continuing until the earlier of (i) the consummation by GERA of a “business combination”, or (ii) GERA’s liquidation (each of (i) and (ii), are more fully described in the Registration Statement (such earlier date, the “Termination Date”), Grubb & Ellis Company shall make available to GERA certain general and administrative services including office space, utilities and secretarial support as may be required by GERA from time to time, situated at 2215 Sanders Road, Suite 400, Northbrook, Illinois 60062. In exchange therefor, GERA shall pay Grubb & Ellis Company the sum of $7,500 per month on the Effective Date and continuing m
WACHOVIA BANK, NATIONAL ASSOCIATION c/o Wachovia Bank, National Association, Commercial Real Estate Services 8739 Research Drive URP 4, NC 1075 Charlotte, North Carolina 28262 September 28, 2007Grubb & Ellis Realty Advisors, Inc. • October 4th, 2007 • Blank checks
Reference is hereby made to that certain Promissory Note dated June 15, 2007 in favor of Lender in the original principal amount of $42,500,000 (the “Note”) secured by that certain Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing dated June 15, 2007 by and among Lender, Abrams Borrower and Rebecca S. Conrad, as the Trustee for the benefit of Lender, as amended and modified by that certain Modification Agreement dated as of June 15, 2007 (collectively, the “Deed of Trust”), and that certain Mortgage, Security Agreement, Assignment of Rents and Fixture Filing dated June 15, 2007 by and between Lender and Shafer Borrower, as amended and modified by that certain Modification Agreement dated as of June 15, 2007 (collectively, the “Mortgage”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 19th, 2007 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) has an effective date of June 18, 2007 (the “Effective Date”), and is made by and between Grubb & Ellis Company, its subsidiaries, successors and assigns, a Delaware Corporation (the “Licensor”) and Grubb & Ellis Realty Advisors, Inc., its subsidiaries, successors and assigns, a Delaware Corporation (the “Licensee”).
GRUBB & ELLIS REALTY ADVISORS, INC.Grubb & Ellis Realty Advisors, Inc. • November 28th, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the Registration Statement, No. 333-129190, originally filed with the Securities and Exchange Commission on October 21, 2005 (the “Registration Statement”) for the initial public offering (“IPO”) of the securities of Grubb & Ellis Realty Advisors, Inc. (“GERA”) and continuing until the earlier of (i) the consummation by GERA of a “business combination”, or (ii) GERA’s liquidation (each of (i) and (ii), are more fully described in the Registration Statement (such earlier date, the “Termination Date”), Grubb & Ellis Company shall make available to GERA certain general and administrative services including office space, utilities and secretarial support as may be required by GERA from time to time, situated at 2215 Sanders Road, Suite 400, Northbrook, Illinois 60062. In exchange therefor, GERA shall pay Grubb & Ellis Company the sum of $7,500 per month on the Effective Date and continuing m
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GRUBB & ELLIS COMPANY, GERA PROPERTY ACQUISITION, LLC AND GRUBB & ELLIS REALTY ADVISORS, INC. DATED AS OF JUNE 18, 2007Membership Interest Purchase Agreement • June 19th, 2007 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 18, 2007, by and among Grubb & Ellis Company, a Delaware corporation (“GBE”), GERA Property Acquisition, LLC, a Delaware limited liability company (the “Company”), and Grubb & Ellis Realty Advisors, Inc., a Delaware corporation (“GERA”). Capitalized terms that are used herein and not otherwise defined herein shall have the meanings set forth in Section 9.2 hereof.
