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Waiver To Commitment Letter

Waiver Agreement

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 This Waiver Agreement involves

GRUBB ELLIS CO | Colony Capital Acquisitions, LLC | Commitment Letter Parties | Grubb Ellis Company | Grubb Ellis Management Services, Inc

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Governing Law: New York     Date: 7/28/2011
Industry: Real Estate Operations     Sector: Services

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Exhibit 10.2


WAIVER, (this “ Waiver ”) dated as of July 22, 2011 in respect of certain provisions of the Commitment Letter dated as of March 30, 2011, (the “ Commitment Letter ”) among Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates (collectively, “ Colony ”), Grubb & Ellis Company (the “ Parent ”) and Grubb & Ellis Management Services, Inc (the “ Borrower ”)(and, together with Colony and Parent, the “ Commitment Letter Parties ”).

In consideration of the foregoing, and of the terms and conditions set forth in this Waiver, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties to this Waiver agree as follows:




References . Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Commitment Letter.





Waiver of Applicability of the Right of First Offer . The Commitment Letter Parties hereby agree that the rights of Colony and the obligations of Parent under the section titled Right of First Offer of the Commitment Letter (the “ ROFO ”), shall be waived in its entirety and shall have no further force or effect.





Governing Law, Etc . THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Each of the Parent and the Borrower hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan over any suit, action or proceeding arising out of or relating to the transactions contemplated hereby, the Commitment Letter or the performance of services hereunder. Each of the Borrower and the Parent agrees that service of any process, summons, notice or document by registered mail addressed to the Borrower o

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