exv10w1



 






EXHIBIT 10.1




October 21, 2005




Grubb & Ellis Realty Advisors, Inc.

2215 Sanders Road, Suite 400

Northbrook, Illinois 60062




     Re: Initial Public Offering



Ladies and Gentlemen:



     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 and; provided, further, that the undersigned shall be
entitled to be compensated with respect to a Business Combination in
accordance with the terms of the Master Agreement for Services to be
entered into on the Effective Date by the Company and the
undersigned. The undersigned shall also be entitled to reimbursement
from the Company for its out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.



 









 





Grubb & Ellis Realty Advisors, Inc.

October 21, 2005

Page 2





     4. Neither the undersigned, any Control Person, 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 subject to the provisions of
Section 3 above.



     5. The undersigned will escrow its 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’s Questionnaire furnished to Deutsche Bank Securities Inc. and annexed
as Exhibit A hereto is true and accurate in all respects. The undersigned represents and warrants
that no Control Person:



     (a) is subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or
practice relating to the offering of securities in any jurisdiction;



     (b) has been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and



     (c) has been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.



     7. The undersigned has full right and power, without violating any agreement by which it is,
or any of its Affiliates are, bound, to enter into this letter agreement.



     8. This letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Illinois, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against it arising out of or relating in any
way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the
State of Illinois of the United States of America for the Northern District of Illinois, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 









 





Grubb & Ellis Realty Advisors, Inc.

October 21, 2005

Page 3




     9. As used herein, (i) a “Business Combination” shall mean an acquisition, through a purchase,
asset acquisition or other business combination, of one or more commercial real estate properties
and/or assets, including by acquisition of an operating company; (ii)
“Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to
the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company owned
by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in
the Company’s IPO; (v) “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as amended; and (vi)
“Trust Fund” shall mean those certain net proceeds of the offering placed in trust with a trust
company, to be released only in the event of either the consummation of a Business Combination or a
liquidation of the Company.



	 	 	 	 	 	 	 
	 	 	GRUBB & ELLIS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Rose 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Mark E. Rose 	 	 
	 

	 	Title:	 	Chief Executive Officer, Secretary
&
Director