Grubb & Ellis Co Sample Contracts

Grubb & Ellis Co – news release for immediate release (February 21st, 2012)

SANTA ANA, Calif. (Feb. 20, 2012) – Grubb & Ellis Company (OTC: GRBE) today announced that it has signed an agreement to sell substantially all its assets to BGC Partners, Inc. (NASDAQ: BGCP) (“BGC”), a leading global intermediary to the wholesale financial markets. BGC owns Newmark Knight Frank, one of the largest commercial real estate service firms in the U.S.

Grubb & Ellis Co – AMENDMENT TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF GRUBB & ELLIS COMPANY. (October 19th, 2011)

AMENDMENT (this “Amendment”), dated October 16, 2011, to the Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31, 2011; June 30, 2011; July 31, 2011; August 31, 2011; and September 30, 2011 (the “Warrants”), issued by Grubb & Ellis Company, a Delaware corporation (together with its successors and assigns, the “Issuer”), to CFI GNE Warrant Investor, LLC, (“CFI”)

Grubb & Ellis Co – C-III INVESTMENTS COLFIN GNE LOAN FUNDING 5221 North O’Connor Boulevard 2450 Broadway Suite 600 6th Floor Irving, TX 75039 Santa Monica, CA 90404 (October 19th, 2011)

We have discussed a potential acquisition, recapitalization, asset sale or other strategic transaction (a “Transaction”) involving Grubb & Ellis Company (the “Company”), C-III Investments LLC (“C-III”) and its affiliates and ColFin GNE Loan Funding, LLC (“Colony”, and together with C-III, the “Interested Parties”) and its affiliates. In consideration of the extension of credit by the Interested Parties and/or affiliates thereof in accordance with the terms and conditions of that certain Second Amendment to Credit Agreement of even date herewith (the “Second Amendment”), which amends that certain Credit Agreement dated as of April 15, 2011 among the Company, Grubb & Ellis Management Services, as borrower, the lenders signatory thereto and Colony in its capacity as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and the due diligence investigation of the Company that the Interested Parties and their affiliates hav

Grubb & Ellis Co – AMENDMENT NO. 2 TO CREDIT AGREEMENT (October 19th, 2011)

AMENDMENT NO. 2, dated as of October 16, 2011 (together with all exhibits and annexes hereto, this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 22, 2011, the “Credit Agreement”), by and among (1) GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”); (2) GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”); (3) the other guarantors party hereto (the “Guarantors” and, together with the Borrower and the Parent Guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (4) each lender party thereto (collectively, the “Existing Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Grubb & Ellis Co – AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (October 19th, 2011)

AMENDMENT (this “Amendment”), dated October 16, 2011, to the Registration Rights Agreement, dated as of April 15, 2011 (the “Agreement”), by and among Grubb & Ellis Company, a Delaware corporation, (the “Company”), CDCF II GNE Holding, LLC, a Delaware limited liability corporation (“CDCF”) and CFI GNE Warrant Investor, LLC, a Delaware limited liability corporation (“CFI”).

Grubb & Ellis Co – AMENDMENT TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF GRUBB & ELLIS COMPANY. (October 19th, 2011)

AMENDMENT (this “Amendment”), dated October 16, 2011, to the Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31, 2011; June 30, 2011; July 31, 2011; August 31, 2011; and September 30, 2011 (the “Warrants”), issued by Grubb & Ellis Company, a Delaware corporation (together with its successors and assigns, the “Issuer”), to CDCF II GNE Holding, LLC, (“CDCF”)

Grubb & Ellis Co – news release for immediate release Contact: Janice McDill Phone: 312.698.6707 Email: janice.mcdill@grubb-ellis.com (October 19th, 2011)

SANTA ANA, Calif. (Oct. 17, 2011) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, announced today that it has entered into exclusive negotiations with a subsidiary of C-III Capital Partners LLC, an affiliate of Island Capital Group LLC, which has partnered with an affiliate of Colony Capital LLC regarding a strategic transaction with the company.

Grubb & Ellis Co – FORM OF SECOND AMENDMENT EFFECTIVE DATE WARRANTS (October 19th, 2011)

THIS CERTIFIES THAT, for value received, [                    ] (together with its transferees, “Holder”), is entitled to subscribe for and purchase [                    ] [(                    )]shares (the “Warrant Shares”) of fully paid and nonassessable $0.01 par value per share Common Stock (the “Common Stock”) of Grubb & Ellis Company, a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in the Credit Agreement among Grubb & Ellis Management Services, Inc., as Borrower, Grubb & Ellis Company, as Parent Guarantor, the Several Lenders from time to time parties thereto, and ColFin GNE Loan Funding, LLC, as Administrative Agent, dated as of April 15, 2011 (as amended, the “Credit Agreement”).

Grubb & Ellis Co – STOCK PURCHASE AGREEMENT by and between GRUBB & ELLIS COMPANY as Seller, and IUC-SOV, LLC as Purchaser Dated as of August 10, 2011 (August 11th, 2011)

STOCK PURCHASE AGREEMENT, dated as of August 10, 2011 (this “Agreement”), by and between Grubb & Ellis Company, a Delaware corporation (“Seller”), as seller, and IUC-SOV, LLC, a Delaware limited liability company (“Purchaser”), as purchaser.

Grubb & Ellis Co – news release (August 11th, 2011)

SANTA ANA, Calif. (Aug. 10, 2011) — Grubb & Ellis Company (NYSE: GBE) today announced the sale of Daymark Realty Advisors, Inc., to a joint venture entity controlled by Sovereign Capital Management Group and Infinity Urban Century, an investment affiliate of The Infinity Group. Grubb & Ellis has exited the tenant-in-common business with the disposition of its wholly owned subsidiary.

Grubb & Ellis Co – Contract (August 11th, 2011)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED ABSENT REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Grubb & Ellis Co – INTERCOMPANY BALANCE SETTLEMENT AND RELEASE AGREEMENT (August 11th, 2011)

This Intercompany Balance Settlement and Release Agreement, dated as of August 10, 2011 (this “Release”), by and among the parties hereto is being executed and delivered pursuant to Sections 2.6(h) and 2.7(j) of that certain Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”) by and between Grubb & Ellis Company, a Delaware corporation (“Seller”), and IUC-SOV, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this Release without definition have the respective meanings given to them in the Stock Purchase Agreement. This Release is being executed and delivered by Seller and each of the Acquired Companies.

Grubb & Ellis Co – AMENDMENT NO. 1 TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF GRUBB & ELLIS COMPANY. (July 28th, 2011)

AMENDMENT NO. 1 (this “Amendment”), dated July 22, 2011, to the Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31, 2011; and June 30, 2011 (the “Warrants”), issued by Grubb & Ellis Company, a Delaware corporation (together with its successors and assigns, the “Issuer”), to CDCF II GNE Holding, LLC, (“CDCF”)

Grubb & Ellis Co – AMENDMENT NO. 1 TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF GRUBB & ELLIS COMPANY. (July 28th, 2011)

AMENDMENT NO. 1 (this “Amendment”), dated July 22, 2011, to the Warrants to Purchase Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31, 2011; and June 30, 2011 (the “Warrants”), issued by Grubb & Ellis Company, a Delaware corporation (together with its successors and assigns, the “Issuer”), to CFI GNE Warrant Investor, LLC (“CFI”)

Grubb & Ellis Co – AMENDMENT NO. 1 TO CREDIT AGREEMENT (July 28th, 2011)

This AMENDMENT NO. 1, dated as of July 22, 2011 (this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (the “Credit Agreement”), is entered into by and among (1) GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), (2) GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”); (3) the other guarantors party hereto (the “Guarantors” and, together with the Borrower and the Parent Guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (4) each lender party hereto (collectively, the “Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Grubb & Ellis Co – WAIVER TO COMMITMENT LETTER (July 28th, 2011)

WAIVER, (this “Waiver”) dated as of July 22, 2011 in respect of certain provisions of the Commitment Letter dated as of March 30, 2011, (the “Commitment Letter”) among Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates (collectively, “Colony”), Grubb & Ellis Company (the “Parent”) and Grubb & Ellis Management Services, Inc (the “Borrower”)(and, together with Colony and Parent, the “Commitment Letter Parties”).

Grubb & Ellis Co – GRUBB & ELLIS COMPANY 1551 North Tustin Avenue, Suite 300 Santa Ana, California 92705 (June 21st, 2011)

On behalf of Grubb & Ellis Company, (the “Company”), we are pleased to offer you this agreement (the “Agreement”) to provide a financial incentive for you to remain employed with the Company for the time and on the terms set forth herein and to assist the Company in consummating a “Corporate Strategic Transaction” and a “Daymark Strategic Transaction,” as defined herein. The terms of our Agreement are as follows:

Grubb & Ellis Co – GRUBB & ELLIS COMPANY 1551 North Tustin Avenue, Suite 300 Santa Ana, California 92705 (June 21st, 2011)

On behalf of Grubb & Ellis Company, (the “Company”), we are pleased to offer you this agreement (the “Agreement”) to provide a financial incentive for you to remain employed with the Company for the time and on the terms set forth herein and to assist the Company in consummating a “Corporate Strategic Transaction” and a “Daymark Strategic Transaction,” as defined herein. The terms of our Agreement are as follows:

Grubb & Ellis Co – news release for immediate release Contact: Janice McDill Phone: 312.698.6707 Email: janice.mcdill@grubb-ellis.com (June 16th, 2011)

SANTA ANA, Calif. (June 10, 2011) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that the company has entered into a definitive agreement for the sale of substantially all of the assets of its real estate investment fund business, Alesco Global Advisors, to Lazard Asset Management LLC. Terms of the transaction were not disclosed.

Grubb & Ellis Co – CONSULTING AGREEMENT (June 16th, 2011)

THIS CONSULTING AGREEMENT (“Agreement”), dated as of June 10, 2011 (the “Effective Date”), between GRUBB & ELLIS COMPANY, a Delaware corporation (“Company”), and Mathieu Streiff, a resident of the State of California (“Consultant”).

Grubb & Ellis Co – SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (June 16th, 2011)

This Separation Agreement and General Release of all Claims (“Agreement”) is made by and between Mathieu B. Streiff (“Employee”) and Grubb & Ellis Company (“Grubb & Ellis” or the “Company”) (collectively, the “Parties”).

Grubb & Ellis Co – Grubb & Ellis Company Receives Listing Standards Notice from NYSE (May 25th, 2011)

SANTA ANA, Calif. (May 25, 2011) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today reported that on May 19, 2011, it was notified by the New York Stock Exchange that it is not currently in compliance with the NYSE’s continued listing standards, which require an average market capitalization of not less than $50 million over 30 consecutive trading days and shareholders’ equity of not less than $50 million.

Grubb & Ellis Co – REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2011 by and among GRUBBS & ELLIS COMPANY and THE PARTIES NAMED HEREIN (April 20th, 2011)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2011 by and among Grubbs & Ellis Company, a Delaware corporation (the “Company”), and the initial holders of the Warrants listed on Schedule I attached hereto (each, an “Initial Holder” and collectively, the “Initial Holders”), who have acquired the Warrants pursuant to the Warrant Agreements (as defined below).

Grubb & Ellis Co – CREDIT AGREEMENT among GRUBB & ELLIS MANAGEMENT SERVICES, INC, as Borrower, GRUBB & ELLIS COMPANY, as Parent Guarantor, The Several Lenders from Time to Time Parties Hereto, and COLFIN GNE LOAN FUNDING, LLC, as Administrative Agent, Dated as of April 15, 2011 (April 20th, 2011)

CREDIT AGREEMENT (this “Agreement”), dated as of April 15, 2011, among GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”), GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), the lenders from time to time parties to this Agreement (the “Lenders”), and COLFIN GNE LOAN FUNDING, LLC, as administrative agent.

Grubb & Ellis Co – WARRANT TO PURCHASE 3,356,000 SHARES OF COMMON STOCK (April 20th, 2011)

THIS CERTIFIES THAT, for value received,                      (together with its transferees, “Holder”), is entitled to subscribe for and purchase                      (                    ) shares (the “Warrant Shares”) of fully paid and nonassessable $0.01 par value per share Common Stock (the “Common Stock”) of Grubbs & Ellis Company, a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in Section 17 hereof.

Grubb & Ellis Co – GUARANTEE AND COLLATERAL AGREEMENT made by Grubb & Ellis Management Services, Inc., Grubb & Ellis Company and certain of their Subsidiaries in favor of ColFin GNE Loan Funding, LLC, as Administrative Agent Dated as of April 15, 2011 (April 20th, 2011)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 15, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of ColFin GNE Loan Funding, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the lenders from time to time parties to the Credit Agreement (the “Lenders”), dated as of April 15, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Grubb & Ellis Management Services, Inc. (the “Borrower”), Grubb & Ellis Company, the Lenders and the Administrative Agent.

Grubb & Ellis Co – Grubb & Ellis Company Receives Listing Standards Notice from NYSE (April 8th, 2011)

SANTA ANA, Calif. (April 8, 2011) – Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today reported that on April 7, 2011, it was notified by the New York Stock Exchange that it is not currently in compliance with the NYSE’s continued listing standards, which require a minimum average closing price of $1 per share over 30 consecutive trading days.

Grubb & Ellis Co – COMMITMENT LETTER $18,000,000 Senior Secured Term Loan Facility (March 30th, 2011)

We are pleased to advise Grubb & Ellis Company (the “Parent”) and Grubb & Ellis Management Services, Inc., a direct subsidiary of the Parent (the “Borrower”), of the commitment of Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates (collectively, “Colony”) with respect to the financing of a senior secured term loan facility in favor of the Borrower in an aggregate principal amount equal to $18,000,000 (the “Facility”) on the principal terms and subject to the conditions set forth herein and in the Outline of Principal Terms and Conditions attached as Exhibit A (the “Term Sheet” and, together with this letter, the “Commitment Letter”).

Grubb & Ellis Co – SERVICES AGREEMENT (March 25th, 2011)

This SERVICES AGREEMENT (this “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”) by and among (a) Grubb & Ellis Company, a Delaware corporation (the “Service Provider”), (b) (i) Daymark Realty Advisors Inc., a Delaware corporation (“Daymark”), (ii) Grubb & Ellis Management Services, Inc., a Delaware corporation (“GEMS”), (iii) Grubb & Ellis Equity Advisors, LLC, a Delaware limited liability company (“GEEA”), (iv) G&E Advisors of California, Inc. (“GEAC”), (v) G&E Affiliates, Inc. (“GEA”), (vi) G&E of Arizona, Inc. (“GEAZ”), (vii) G&E Europe, Inc. (“GEE”), (viii) G&E Landauer Valuation Advisory Services, LLC (“GELVAS”), (ix) G&E — Mortgage Group, Inc. (“GEMG”), (x) G&E — New York, Inc. (“GENY”), (xi) G&E — Michigan, Inc. (“GEM”), (xii) G&E of Nevada, Inc. (“GEN”), (xiii) G&E Consulting Services Co. (“GECS”), (xiv) HSM Inc. (“HSM”), (xv) Wm. A. White/G&E Inc. (“WAW”), and (xvi) Grubb & Ellis Capital Corp. (“GECC”) (each of Daymark, GEMS, GEEA, GEAC, GEA, GEAZ, GE

Grubb & Ellis Co – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (March 21st, 2011)

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 15th day of March, 2011 by and between GRUBB & ELLIS COMPANY, a Delaware corporation having an address at 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705 (the “Company”), and THOMAS P. D’ARCY, an individual residing at [REDACTED] (the “Executive”).

Grubb & Ellis Co – news release for immediate release Contact: Janice McDill Phone: 312.698.6707 Email: janice.mcdill@grubb-ellis.com (February 16th, 2011)

SANTA ANA, Calif. (Feb. 15, 2011) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today reported fourth quarter 2010 revenue of $163.5 million, an increase of approximately 10 percent compared with revenue of $148.7 million in the same period a year ago. For the full year 2010, Grubb & Ellis reported revenue of $575.5 million, compared with revenue of $527.9 million in 2009.

Grubb & Ellis Co – news release for immediate release Contact: Janice McDill Phone: 312.698.6707 Email: janice.mcdill@grubb-ellis.com (November 10th, 2010)

SANTA ANA, Calif. (Nov. 9, 2010) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today reported third quarter 2010 revenue of $144.3 million, an increase of 6 percent, compared with revenue of $136.1 million for the third quarter of 2009. For the first nine months of 2010, the company reported revenue of $417.5 million, compared with revenue of $385.1 million for the comparable period of 2009.

Grubb & Ellis Co – Grubb & Ellis Equity Advisors Signs Danny Prosky to Long-Term Employment Contract (November 8th, 2010)

SANTA ANA, Calif. (Nov. 8, 2010) — Grubb & Ellis Equity Advisors, LLC, the primary real estate investment and asset management subsidiary of Grubb & Ellis Company (NYSE: GBE), announced today that the company has signed a long-term employment contract with Danny Prosky, executive vice president of healthcare real estate. Prosky also serves as president and chief operating officer of Grubb & Ellis Healthcare REIT II, Inc., a publicly registered, non-traded real estate investment trust advised and managed by Grubb & Ellis Equity Advisors.

Grubb & Ellis Co – news release for immediate release Contact: Damon Elder Phone: 714.975.2659 Email: damon.elder@grubb-ellis.com (November 3rd, 2010)

SANTA ANA, Calif. (Nov. 1, 2010) – Grubb & Ellis Equity Advisors, LLC the primary real estate investment and asset management subsidiary of Grubb & Ellis Company (NYSE: GBE), today announced that its and its affiliates’ advisory and dealer-manager relationship with Grubb & Ellis Apartment REIT is being terminated.

Grubb & Ellis Co – MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (October 28th, 2010)

THIS MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (the “Agreement”) is made as of October 22, 2010 by Andrea R. Biller (“Assignor”) and Grubb & Ellis Equity Advisors, LLC, a Delaware limited liability company (“GEEA”) and Grubb & Ellis Equity Advisors, Property Management, Inc., a Delaware corporation (“GEEA PM”, and together with GEEA, “Assignee”).