REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___, 2006, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 9th, 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 • January 9th, 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 • January 9th, 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 • January 9th, 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”).
25,000,000 Units GRUBB & ELLIS REALTY ADVISORS, INC. UNDERWRITING AGREEMENTGrubb & Ellis Realty Advisors, Inc. • January 9th, 2006 • 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
MASTER AGREEMENT for SERVICES between GRUBB & ELLIS REALTY ADVISORS, INC. and GRUBB & ELLIS COMPANYMaster Agreement for Services • January 9th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois
This MASTER AGREEMENT FOR SERVICES (“Agreement”) is made as of ______ 2006 (“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:
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. • January 9th, 2006 • 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.
MASTER AGREEMENT FOR PROJECT MANAGEMENT SERVICESMaster Agreement for Project Management Services • January 9th, 2006 • Grubb & Ellis Realty Advisors, Inc. • Blank checks • Illinois
This Agreement is made as of , 2006 by and between Grubb & Ellis Management Services, Inc. (hereinafter referred to as “Manager”), and Grubb & Ellis Realty Advisors, Inc. (hereinafter referred to as “Client”).
GRUBB & ELLIS REALTY ADVISORS, INC.Grubb & Ellis Realty Advisors, Inc. • January 9th, 2006 • 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
