GRUBB & ELLIS REALTY
ADVISORS, INC.
1,666,667 UNITS
REPRESENTING COMMON STOCK AND WARRANTS
Kojaian
Ventures, L.L.C.
39400 Woodward Ave., Suite 250
Bloomfield Hills, Michigan 48304
Grubb & Ellis
Realty Advisors, Inc., a Delaware corporation (the “
Corporation ”), proposes, subject to the terms and
conditions stated herein, to issue and sell to Kojaian Ventures,
L.L.C (“ Kojaian Ventures ”) an aggregate of
1,666,667 units (the “ Kojaian Units ”)
representing one share of common stock and two warrants in the
Corporation (the “ Units ”). Certain terms used
but not defined herein have the meanings assigned to them in the
underwriting agreement (the “ Underwriting Agreement
”), dated as of even date herewith, by and among the
Corporation and the underwriters named therein (the “
Underwriters ”), relating to the Corporation’s
proposed sale of an aggregate 15,000,000 Units (the “
Underwritten Units ”), to the Underwriters.
This is to confirm
the agreement between the Corporation and Kojaian Ventures
concerning the purchase of the Kojaian Units from the Corporation
by Kojaian Ventures.
1.
Representations, Warranties and Agreements of the
Corporation . The Corporation represents and warrants to, and
agrees with, Kojaian Ventures that:
(a)
Registration . A registration statement on Form S-11 (File
No. 333-129190) (the “ Initial Registration
Statement ”) in respect of the Units has been filed with
the Securities and Exchange Commission (the “
Commission ” or the “ SEC ”); the
Initial Registration Statement and any post-effective amendment
thereto, each in the form heretofore delivered to you, and,
excluding exhibits thereto, have been declared effective by the
Commission in such form; other than a registration statement, if
any, increasing the size of the offering (a “
Rule 462(b) Registration Statement ”), filed
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the “ Act ”), which became effective
upon filing, no other document with respect to the Initial
Registration Statement has heretofore been filed with the
Commission; and no stop order suspending the effectiveness of the
Initial Registration Statement, any post-effective amendment
thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included
in the Initial Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Act is hereinafter called a “
Preliminary Prospectus ”; the various parts of the
Initial Registration Statement and the Rule 462(b) Registration
Statement, if any, including all exhibits thereto and including the
information contained in the form of final prospectus filed with
the Commission pursuant to Rule 424(b) under the Act and deemed by
virtue of Rule 430A under the Act to be part of the Initial
Registration Statement at the time it was declared effective,
each
1
as amended at
the time such part of the Initial Registration Statement became
effective or such part of the Rule 462(b) Registration Statement,
if any, became or hereafter becomes effective, are hereinafter
collectively called the “ Registration Statement
”; the Preliminary Prospectus dated February [ ], 2006
relating to the Units that was included in the Registration
Statement immediately prior to the Applicable Time (as defined
below) is hereinafter called the “ Pricing Prospectus
”; the final prospectus, in the form first filed pursuant to
Rule 424(b) under the Act, is hereinafter called the “
Prospectus ”. For purposes of this Agreement, “
Applicable Time ” means [ ]
a./p.m. (New York City time) on the date of this
Agreement.
(b) No
Stop Order. No order preventing or suspending the use of any
Preliminary Prospectus has been issued and no proceeding for that
purpose has been initiated or threatened by the
Commission.
(c) No
Material Misstatements or Omissions in Registration Statement or
Prospectus . The Registration Statement conforms, and any
further amendments or supplements to the Registration Statement
will, when they become effective, conform, in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Prospectus and any supplement or amendment thereto will conform
when filed with the Commission under Rule 424(b), in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and will not contain an
untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Notwithstanding the foregoing, the representation and warranty in
this Section 1(c) shall not apply to any statements or omissions
made in reliance upon and in conformity with written information
furnished to the Corporation by an Underwriter through Deutsche
Bank Securities, Inc. expressly for use therein.
(d) No
Material Misstatements or Omissions in Pricing Disclosure
Package. The Pricing Prospectus, as supplemented by other
information, if any, listed in Schedule II hereto, taken
together (collectively, the “ Pricing Disclosure
Package ”), as of the Applicable Time, did not include
any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in
light of the circumstances under wh
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