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Grubb &
Ellis Realty Advisors, Inc.
2215 Sanders Road, Suite 400
Northbrook, Illinois 60062
Re:
Initial Public Offering
The
undersigned officer 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.
In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date
(“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 her 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 (“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.
2.
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.
3.
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.
4.
The undersigned agrees to be the Chief Financial Officer of the
Company
Grubb &
Ellis Realty Advisors, Inc.
October 21, 2005
Page 2
until the
earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The
undersigned’s biographical information furnished to the
Company and attached hereto as Exhibit A
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