0000950137-05-014304 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___, 2005, 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York

This Agreement is made as of , 2005 by and between GRUBB & ELLIS REALTY ADVISORS, INC. (the “Company”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Trustee”).

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WARRANT AGREEMENT
Warrant Agreement • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York

This Agreement made as of ___, 2005 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”).

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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 • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks

THIS PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of this day of , 2005, by and between GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Owner”), and GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (“Manager”).

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MASTER AGREEMENT for SERVICES between GRUBB & ELLIS REALTY ADVISORS, INC. and GRUBB & ELLIS COMPANY
Master Agreement for Services • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois

This MASTER AGREEMENT FOR SERVICES (“Agreement”) is made as of ______ 2005 (“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:

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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. • November 28th, 2005 • 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.

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MASTER AGREEMENT FOR PROJECT MANAGEMENT SERVICES
Master Agreement for Project Management Services • November 28th, 2005 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois

This Agreement is made as of , 2005 by and between Grubb & Ellis Management Services, Inc. (hereinafter referred to as “Manager”), and Grubb & Ellis Realty Advisors, Inc. (hereinafter referred to as “Client”).

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STOCK ESCROW AGREEMENT
Stock 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”).

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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

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