Grubb &
Ellis Realty Advisors, Inc.
2215 Sanders Road, Suite 400
Northbrook, Illinois 60062
Re:
Initial Public Offering
The
undersigned stockholder, officer and director 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 8 hereof):
1.
If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by
him 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 (i) cause the Trust Fund to be liquidated and distributed
to the holders of IPO Shares and (ii) take all reasonable
actions within his power to cause the Company to liquidate as soon
as reasonably practicable. The undersigned 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 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 member of the family of the
undersigned, 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 the
undersigned shall be entitled to reimbursement from the Company for
his out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.
4.
Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled
to receive or accept a finder’s fee or any other compensation
in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a
Business Combination.
5.
The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the
Company.
6.
The undersigned agrees to be a Director of the Company until the
earlier
