AGREEMENT AND PLAN OF MERGERMerger Agreement • December 17th, 2007 • Thompson Anthony W • Real estate agents & managers (for others) • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into and effective as of May 22, 2007 by and among Grubb & Ellis Company, a Delaware corporation (“Parent”), B/C Corporate Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and NNN Realty Advisors, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to such terms in Article I.
Re: Letter Agreement (“Agreement”) regarding transfer of shares of common stock of NNN Realty Advisors, Inc. from Anthony W. Thompson to Scott D. PetersShare Transfer Agreement • October 27th, 2008 • Thompson Anthony W • Real estate agents & managers (for others) • Delaware
In recognition of your efforts on behalf of NNN Realty Advisors, Inc. (“Company”), I, Anthony W. Thompson (“Assignor”), hereby transfer and convey to you, Scott D. Peters (“Assignee”), 600,000 shares of Company common stock, $0.01 par value (the “Shares”), with such transfer to be effective on the day (the “Transfer Date”) prior to the Effective Time, as such term is defined in the Agreement and Plan of Merger, dated as of May 22, 2007, by and between Company, Grubb & Ellis Company (“Grubb & Ellis”) and B/C Corporate Holdings, Inc. I will receive no consideration for the transfer of the Shares.
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2008 • Thompson Anthony W • Real estate agents & managers (for others)
The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as Exhibit 99.5, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2008 • Thompson Anthony W • Real estate agents & managers (for others)
The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D amendment to which this Agreement is attached as Exhibit 99.9, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
