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Grubb &
Ellis Realty Advisors, Inc.
2215 Sanders Road, Suite 400
Northbrook, Illinois 60062
Re: Initial
Public Offering
The undersigned
stockholder of Grubb & Ellis Realty Advisors, Inc.
(“Company”), in connection with the initial public
offering of the securities of the Company (“IPO”),
hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 9 hereof):
1. If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by
it in accordance with the majority of the votes cast by the holders
of the IPO Shares.
2. In the
event that the Company fails to consummate a Business Combination
within 18 months from the effective date (the “Effective
Date”) of the registration statement relating to the IPO (or
24 months under the circumstances described in the prospectus
relating to the IPO), the undersigned will vote all Insider Shares
owned by it in favor of the Company’s decision to liquidate.
The undersigned and each controlling person of the undersigned
(each, a “Control Person”) hereby waives any and all
right, title, interest or claim of any kind in or to any
distribution of the Trust Fund and any remaining net assets of the
Company as a result of such liquidation with respect to his Insider
Shares (“Claim”) and hereby waives any Claim the
undersigned and any Control Person may have in the future as a
result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Fund for any
reason whatsoever.
3. Neither
the undersigned, any Control Person, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to or in
connection with the consummation of the Business Combination;
provided that commencing on the Effective Date, the undersigned
shall be allowed to charge the Company $7,500 per month,
representing an allocable share of undersigned’s overhead, to
compensate it for the Company’s use of the
undersigned’s offices, utilities and personnel. The
undersigned shall also be entitled to reimbursement from the
Company for its out-
Grubb &
Ellis Realty Advisors, Inc.
October 21, 2005
Page 2
of-pocket
expenses incurred in connection with seeking and
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