19,166,667 Units GRUBB & ELLIS REALTY ADVISORS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
This Agreement is made as of , 2006 by and between GRUBB & ELLIS REALTY ADVISORS, INC. (the “Company”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
This Agreement made as of ___, 2006 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”).
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 • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks
THIS PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of this day of , 2006, by and between GRUBB & ELLIS REALTY ADVISORS, INC., a Delaware corporation (“Owner”), and GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (“Manager”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 24th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2006 (“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”).
GRUBB & ELLIS REALTY ADVISORS, INC. 1,666,667 UNITS REPRESENTING COMMON STOCK AND WARRANTS Unit Purchase AgreementGrubb & Ellis Realty Advisors, Inc. • February 24th, 2006 • Blank checks • New York
Grubb & Ellis Realty Advisors, Inc., a Delaware corporation (the “Corporation”), proposes, subject to the terms and conditions stated herein, to issue and sell to Kojaian Ventures, L.L.C (“Kojaian Ventures”) an aggregate of 1,666,667 units (the “Kojaian Units”) representing one share of common stock and two warrants in the Corporation (the “Units”). Certain terms used but not defined herein have the meanings assigned to them in the underwriting agreement (the “Underwriting Agreement”), dated as of even date herewith, by and among the Corporation and the underwriters named therein (the “Underwriters”), relating to the Corporation’s proposed sale of an aggregate 19,166,667 Units (the “Underwritten Units”), to the Underwriters.
