REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 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”).
15,000,000 Units GRUBB & ELLIS REALTY ADVISORS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 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
WARRANT AGREEMENTWarrant Agreement • February 6th, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 6th, 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 AgreementUnit Purchase Agreement • February 6th, 2006 • Grubb & Ellis Realty Advisors, Inc. • 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 15,000,000 Units (the “Underwritten Units”), to the Underwriters.
