Exhibit 5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated as of December 11, 1996, is by and among Grubb & Ellis Company, a Delaware corporation (the "Company"), Warburg, Pincus Investors, L.P., a Delaware...Registration Rights Agreement • December 19th, 1996 • Hanauer Joe F • Real estate agents & managers (for others) • New York
RECITALSTri-Party Agreement • December 19th, 1996 • Hanauer Joe F • Real estate agents & managers (for others) • New York
December 9, 1996 Mr. Joe Hanauer Combined Investments 361 Forest Avenue Suite #200 Laguna Beach, CA 92651 Dear Joe: This letter shall confirm our understanding in connection with the Closing of the transactions contemplated by the Tri-Party Agreement...Hanauer Joe F • December 19th, 1996 • Real estate agents & managers (for others)
This letter shall confirm our understanding in connection with the Closing of the transactions contemplated by the Tri-Party Agreement dated as of December 11, 1996 by and among Grubb & Ellis Company ("GBE"), Warburg, Pincus Investors, L.P. ("WPI") and yourself that WPI will cause GBE Directors nominated by WPI to nominate you for election as a Director of GBE at the 1997 and 1998 annual meetings of shareholders of GBE to serve until the following annual meeting of shareholders. WPI further agrees to vote all of its shares of Common Stock of GBE in favor of your election as a Director.
