April 14, 2002Kojaian Mike • April 19th, 2002 • Real estate agents & managers (for others)
Reference is herein made to that certain Option Agreement, by and among Warburg, Pincus Investors, L.P. ("Warburg"), Grubb & Ellis Company (the "Company") and Bank of America, dated as of March 7, 2002 (the "Option Agreement") pursuant to which the Company has an option ("Refinancing Option") to replace the recent financing provided to the Company by Warburg, including the $5,000,000 Convertible Promissory Note, executed March 7, 2002 (the "Note"), the additional $6,000,000 loan contemplated pursuant to the Option Agreement and the approximately $4,158,431 on common equity investment in the Company (such financings referred to herein collectively as the "Warburg Transaction"). This letter agreement (this "Letter Agreement") sets forth the agreement of the parties hereto with respect to such Refinancing Option.
JOINT FILING AGREEMENTJoint Filing Agreement • April 19th, 2002 • Kojaian Mike • Real estate agents & managers (for others)
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to file with the Securities and Exchange Commission Amendment No. 2 to Schedule 13D (the "Amendment"), with respect to the Common Stock of Grubb & Ellis Company. The undersigned agree that the Amendment will be filed on behalf of each and all of them. Each of the undersigned agrees that he or it shall be responsible for the accuracy and completeness of the information concerning him or it contained in the Amendment. This agreement may be executed in any number of counterparts, which taken together shall constitute one and the same document.
ARCHON GROUP January 24, 1997 John D. Santoleri Managing Director E.M. Warburg, Pincus & Co., L.L.C. 466 Lexington Avenue New York, New York 10017-3147 Mike Kojaian Kenneth J. Kojaian C. Michael Kojaian Kojaian Management Corporation 26600 Telegraphy...Kojaian Mike • April 19th, 2002 • Real estate agents & managers (for others) • Delaware
This letter shall confirm our understanding that, in connection with the $11,250,000 investment in Grubb & Ellis Company (the "Company") by Archon Group, L.P. ("Archon"), Mike Kojaian, Kenneth J. Kojaian, C. Michael Kojaian (collectively, "the Kojaian Shareholders") and Warburg, Pincus Investors, L.P. ("WPI") and Archon (collectively, the "Shareholders") hereby agree to (i) vote all of the shares of common stock of the Company owned by such Shareholder, and (ii) cause directors nominated by such Shareholder to vote to nominate directors, as follows:
