WARRANT TO PURCHASE 3,356,000 SHARES OF COMMON STOCKColony Financial, Inc. • April 25th, 2011 • Real estate investment trusts • 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 • April 25th, 2011 • Colony Financial, Inc. • Real estate investment trusts • 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 • April 25th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2011 • Colony Financial, Inc. • Real estate investment trusts
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
