WARRANT TO PURCHASE 3,356,000 SHARES OF COMMON STOCKC-Iii Capital Partners LLC • October 26th, 2011 • Real estate agents & managers (for others) • New York
THIS CERTIFIES THAT, for value received, CDCF II GNE Holding, LLC (together with its transferees, “Holder”), is entitled to subscribe for and purchase Three Million Three Hundred and Fifty Six Thousand (3,356,000) shares (the “Warrant Shares”) of fully paid and nonassessable $0.01 par value per share Common Stock (the “Common Stock”) of Grubbs & Ellis Company, a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in Section 17 hereof.
REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2011 by and among GRUBBS & ELLIS COMPANY and THE PARTIES NAMED HEREINRegistration Rights Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2011 by and among Grubbs & Ellis Company, a Delaware corporation (the “Company”), and the initial holders of the Warrants listed on Schedule I attached hereto (each, an “Initial Holder” and collectively, the “Initial Holders”), who have acquired the Warrants pursuant to the Warrant Agreements (as defined below).
CREDIT AGREEMENT among GRUBB & ELLIS MANAGEMENT SERVICES, INC, as Borrower, GRUBB & ELLIS COMPANY, as Parent Guarantor, The Several Lenders from Time to Time Parties Hereto, and COLFIN GNE LOAN FUNDING, LLC, as Administrative Agent, Dated as of April...Credit Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 15, 2011, among GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”), GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), the lenders from time to time parties to this Agreement (the “Lenders”), and COLFIN GNE LOAN FUNDING, LLC, as administrative agent.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others)
Reference is made to the Credit Agreement, dated as of April 15, 2011 (as amended to date and in effect and as further amended, restated, amended and restated, supplemented or otherwise further modified from time to time, the “Credit Agreement”), among Grubb & Ellis Management Services, Inc. (the “Borrower”), Grubb & Ellis Company, the Lenders party thereto and ColFin GNE Loan Funding, LLC, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
ContractC-Iii Capital Partners LLC • October 26th, 2011 • Real estate agents & managers (for others) • New York
We have discussed a potential acquisition, recapitalization, asset sale or other strategic transaction (a “Transaction”) involving Grubb & Ellis Company (the “Company”), C-III Investments LLC (“C-III”) and its affiliates and ColFin GNE Loan Funding, LLC (“Colony”, and together with C-III, the “Interested Parties”) and its affiliates. In consideration of the extension of credit by the Interested Parties and/or affiliates thereof in accordance with the terms and conditions of that certain Second Amendment to Credit Agreement of even date herewith (the “Second Amendment”), which amends that certain Credit Agreement dated as of April 15, 2011 among the Company, Grubb & Ellis Management Services, as borrower, the lenders signatory thereto and Colony in its capacity as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and the due diligence investigation of the Company that the Interested Parties and their affiliates hav
WARRANT ASSIGNMENT AGREEMENTWarrant Assignment Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
This Warrant Assignment Agreement (this “Agreement”) is entered into as of October 16, 2011, by CDCF II GNE Holding, LLC, a Delaware limited liability company (“CDCF”), and C-III Investments LLC, a Delaware limited liability company (“C-III”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
This AMENDMENT NO. 1, dated as of July 22, 2011 (this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (the “Credit Agreement”), is entered into by and among (1) GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), (2) GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”); (3) the other guarantors party hereto (the “Guarantors” and, together with the Borrower and the Parent Guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (4) each lender party hereto (collectively, the “Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WARRANT ASSIGNMENT AGREEMENTWarrant Assignment Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
This Warrant Assignment Agreement (this “Agreement”) is entered into as of October 16, 2011, by CFI GNE Warrant Investor, LLC, a Delaware limited liability company (“CFI”), and C-III Investments LLC, a Delaware limited liability company (“C-III”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others)
ContractClosing Mechanics Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others)
ContractC-Iii Capital Partners LLC • October 26th, 2011 • Real estate agents & managers (for others)
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others) • New York
AMENDMENT (this “Amendment”), dated October 16, 2011, to the Registration Rights Agreement, dated as of April 15, 2011 (the “Agreement”), by and among Grubb & Ellis Company, a Delaware corporation, (the “Company”), CDCF II GNE Holding, LLC, a Delaware limited liability corporation (“CDCF”) and CFI GNE Warrant Investor, LLC, a Delaware limited liability corporation (“CFI”).
