exv4w5



 






EXHIBIT
4.5



THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT
SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER
OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS
PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) DEUTSCHE BANK SECURITIES INC. (“DEUTSCHE BANK”) OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DEUTSCHE
BANK OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.



THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE COMPLETION BY GRUBB & ELLIS
REALTY ADVISORS, INC. (“COMPANY”) OF 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 (“BUSINESS COMBINATION”) AND (II)                     ,
2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
                    , 2011.




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




958,333 UNITS




OF




GRUBB & ELLIS REALTY ADVISORS, INC.




1. Purchase Option.




     THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of                     
(“Holder”), as registered owner of this Purchase Option, to Grubb & Ellis Realty Advisors,
Inc. (“Company”), Holder is entitled, at any time or from time to time upon the later of
the consummation of a Business Combination or
                     ___, 2007 (“Commencement Date”),
and at or before 5:00 p.m., New York City local time,
                     ___, 2011 (“Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to
nine hundred fifty eight thousand three hundred thirty three (958,333) units (“Units”) of the Company, each
Unit consisting of one share of common stock of the Company, par value $0.0001 per share
(“Common Stock”), and two warrants (“Warrant(s)”) expiring five (5) years from the
effective date (“Effective Date”) of the registration statement (“Registration
Statement”) pursuant to which Units are offered for sale to the public (“Offering”).
Each Warrant is the same as the warrants included in the Units being registered for sale to the
public by way of the Registration Statement (“Public Warrants”), except that the exercise
price of the Warrant is $6.25 per share. If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be exercised on the next
succeeding day which is not such a day in



 









 







accordance with the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Option. This Purchase Option is
initially exercisable at $6.60 per Unit so purchased; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and shares of Common Stock and
Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context.



2. Exercise.




     2.1 Exercise Form. In order to exercise this Purchase Option, the exercise form
attached hereto must be duly executed and completed and delivered to the Company, together with
this Purchase Option and payment of the Exercise Price for the Units being purchased payable in
cash or by certified check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date
this Purchase Option shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.



     2.2 Cashless Exercise.



          2.2.1 Determination of Amount.



In lieu of the payment of the Exercise Price multiplied by the number of Units for which this
Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants)
in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to
convert any exercisable but unexercised portion of this Purchase Option into Units (“Conversion
Right”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the
Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units
(or that number of shares of Common Stock and Warrants comprising that number of Units) equal to
the quotient obtained by dividing (x) the Value (as defined below) of the portion of the Purchase
Option being converted by (y) the Current Market Value (as defined below). The “Value” of the
portion of the Purchase Option being converted shall equal the remainder derived from subtracting
(a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this
Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the
number of Units underlying the portion of the Purchase Option being converted. As used herein, the
term “Current Market Value” per Unit at any date means: (A) in the event that neither the Units nor
Public Warrants are still trading, the remainder derived from subtracting (x) the exercise price of
the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the
Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied
by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of
Common Stock underlying the Warrants included in such Unit; (B) in the event that the Units, Common
Stock and Public Warrants are still trading, (i) if the Units are listed on a national securities
exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board
(or successor exchange), the last sale price of the Units in the principal trading market for the
Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last




2









 







trading day preceding the date in question; or (ii) if the Units are not listed on a national
securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC
Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the
closing bid price for Units on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in
the event that the Units are not still trading but the Common Stock and Public Warrants underlying
the Units are still trading, the Current Market Price of the Common Stock plus the product of (x)
the Current Market Price of the Public Warrants and (y) the number of shares of Common Stock
underlying the Warrants included in one Unit. The “Current Market Price” shall mean (i) if the
Common Stock (or Public Warrants, as the case may be) is listed on a national securities exchange
or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or
successor exchange), the last sale price of the Common Stock (or Public Warrants) in the principal
trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case
may be, on the last trading day preceding the date in question; (ii) if the Common Stock (or Public
Warrants, as the case may be) is not listed on a national securities exchange or quoted on the
Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor
exchange), but is traded in the residual over-the-counter market, the closing bid price for the
Common Stock (or Public Warrants) on the last trading day preceding the date in question for which
such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and
(iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In
the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be
attributed to the Warrants underlying this Purchase Option. Additionally, in the event that this
Purchase Option is exercised pursuant to this Section 2.2 and the Public Warrants are still
trading, the “Value” shall be reduced by the difference between the Warrant Exercise Price and the
exercise price of the Public Warrants multiplied by the number of Warrants underlying the Units
included in the portion of this Purchase Option being converted.




          2.2.2. Mechanics of Cashless Exercise. The cashless exercise right described in this
Section 2.2 (the “Cashless Exercise Right”) may be exercised by the Holder on any business day on
or after the Commencement Date and not later than the Expiration Date by delivering the Purchase
Option with the duly executed exercise form attached hereto with the cashless exercise section
completed to the Company, exercising the Cashless Exercise Right and specifying the total number of
Units the Holder will purchase pursuant to such Cashless Exercise Right.




3. Transfer.




     3.1 General Restrictions. The registered Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this
Purchase Option for a period of one year following the Effective Date to anyone other than (i)
Deutsche Bank or an underwriter or a selected dealer in connection with the Offering, or (ii) a
bona fide officer or partner of Deutsche Bank or of any such underwriter or selected dealer. On and
after the first anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Option and payment of all transfer taxes, if



3









 







any, payable in connection therewith. The Company shall within five business days transfer
this Purchase Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the
right to purchase the aggregate number of Units purchasable hereunder or such portion of such
number as shall be contemplated by any such assignment.



     3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option
shall not be transferred unless and until (i) the Company has received the opinion of counsel for
the Holder that the securities may be transferred pursuant to an exemption from registration under
the Securities Act of 1933, as amended (“Act”) and applicable state securities laws, the
availability of which is established to the reasonable satisfaction of the Company (the Company
hereby agreeing that the opinion of Zukerman Gore & Brandeis, LLP shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to such securities has been filed by the Company
and declared effective by the Securities and Exchange Commission (the “Commission”) and
compliance with applicable state securities law has been established.



4. New Purchase Options to be Issued.




     4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof,
this Purchase Option may be exercised or assigned in whole or in part. In the event of the
exercise or assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to
pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in the name of the
Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as
to which this Purchase Option has not been exercised or assigned.



     4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on
the part of the Company.



5. Registration Rights.




     5.1 Demand Registration.



          5.1.1 Grant of Right. The Company, upon written demand (“Initial Demand
Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units
and/or the underlying securities (“Majority Holders”), agrees to register (the “Demand
Registration”) under the Act on one occasion, all of the Purchase Options requested by the
Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase
Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the
Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will
file a registration statement for use in an offering of the Registrable Securities from
time-to-time




4









 







or a post-effective amendment to the Registration Statement covering all of the Registrable
Securities that will permit an offering of the Registrable Securities from time-to-time within
sixty days after receipt of the Initial Demand Notice and use its best efforts to have such
registration statement or post-effective amendment declared effective as soon as possible
thereafter. The demand for registration may be made at any time during a period of five years
beginning on the Effective Date. The Initial Demand Notice shall specify the intended method(s) of
distribution of the Registrable Securities. The Company will notify all holders of the Purchase
Options and/or Registrable Securities of the demand within ten days from the date of the receipt of
any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or
a portion of such holder’s Registrable Securities in the Demand Registration (each such holder
including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice
from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 5.1.4.




          5.1.2 Effective Registration. A registration will not count as a Demand Registration
until the registration statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such registration statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration
is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the registration statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Holders thereafter elect to continue the offering.




          5.1.3 Underwritten Offering. If the Majority Holders so elect and such holders so
advise the Company as part of the Initial Demand Notice, the offering of all or any portion of the
Registrable Securities pursuant to such Demand Registration shall be in the form of one
underwritten offering. All Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Majority Holders.




          5.1.4 Reduction of Offering. If the managing underwriter or underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell pursuant to the underwritten offering, taken together with all other shares
of Common Stock or other securities which the Company desires to sell and the shares of Common
Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering
without adversely affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or maximum number of
shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in
such registration: (i) first, the Registrable Securities as to which Demand Registration has been
requested by the




5









 







Demanding Holders that want to participate in such underwritten offering (pro rata in
accordance with the number of shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of
Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii),
the shares of Common Stock or other securities registrable pursuant to the terms of the
Registration Rights Agreement between the Company and the initial investors in the Company, dated
as of
                     ___, 2006 (the “Registration Rights Agreement” and such registrable
securities, the “Investor Securities”) as to which “piggy-back” registration has been
requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number
of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached
under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Shares.




          5.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the
terms of any underwriting or are not entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the underwriter or underwriters of their
request to withdraw prior to the effectiveness of the registration statement filed with the
Commission with respect to such Demand Registration.




          5.1.6 Terms. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities, but the Holders shall pay
any and all underwriting commissions. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably requested by the
Majority Holder(s); provided, however, that in no event shall the Company be required to register
the Registrable Securities in a state in which such registration would cause (i) the Company to be
obligated to qualify to do business in such state, or would subject the Company to taxation as a
foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the
Company to be obligated to escrow their shares of capital stock of the Company. The Company shall
cause any registration statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective until the expiration of the Warrants in accordance
with the terms and conditions of that certain Warrant Agreement,
dated as of                     , 2006,
between the Company and Continental Stock Transfer & Trust Company.




     5.2 Piggy-Back Registration.



          5.2.1 Piggy-Back Rights. If at any time during the seven year period commencing on the
Effective Date the Company proposes to file a registration statement under the Act with respect to
an offering of equity securities, or securities or other obligations




6









 







exercisable or exchangeable for, or convertible into, equity securities, by the Company for
its own account or for stockholders of the Company for their account (or by the Company and by
stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a
registration statement (i) filed in connection with any employee stock option or other benefit
plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as practicable but in no
event less than ten (10) days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing underwriter or underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to
register the sale of such number of shares of Registrable Securities as such holders may request in
writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration on the same terms and conditions as any similar securities of the Company
and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an underwriter or
underwriters shall enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such Piggy-Back Registration.




          5.2.2 Reduction of Offering. If the managing underwriter or underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders
of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with shares of Common Stock, if any, as to which
registration has been demanded pursuant to written contractual arrangements with persons other than
the holders of Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as
to which registration has been requested pursuant to the written contractual piggy-back
registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares,
then the Company shall include in any such registration:




               (a) If the registration is undertaken for the Company’s account: (A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities, if any, comprised of Registrable Securities and Investor Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not
been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights with such persons and that can be sold without
exceeding the Maximum Number of Shares;



7









 





               (b) If the registration is a “demand” registration undertaken at the demand of holders of
Investor Securities, (A) first, the shares of Common Stock or other securities for the account of
the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares; and



               (c) If the registration is a “demand” registration undertaken at the demand of persons other
than either the holders of Registrable Securities or of Investor Securities, (A) first, the shares
of Common Stock or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities
comprised of Registrable Securities and Investor Securities, Pro Rata, as to which registration has
been requested pursuant to the terms hereof and of the Registration Rights Agreement, as
applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B)
and (C), the shares of Common Stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares.



          5.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such
holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the effectiveness of the
registration statement. The Company (whether on its own determination or as the result of a
withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a
registration statement at any time prior to the effectiveness of the registration statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as provided in Section
5.2.4.




          5.2.4 Terms. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities but the Holders shall pay
any and all underwriting commissions related to the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then Holders of




8









 







outstanding Registrable Securities with not less than fifteen days written notice prior to the
proposed date of filing of such registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed (during the period in which the
Purchase Option is exercisable) by the Company until such time as all of the Registrable Securities
have been registered and sold. The Holders of the Registrable Securities shall exercise the
“piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of
the Company’s notice of its intention to file a registration statement. The Company shall cause any
registration statement filed pursuant to the above “piggyback” rights to remain effective for at
least nine months from the date that the Holders of the Registrable Securities are first given the
opportunity to sell all of such securities.




     5.3 General Terms.



          5.3.1 Indemnification. The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and
the Company or between the underwriter and any third party or otherwise) to which any of them may
become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the underwriters contained in Section [8] of the Underwriting
Agreement between the Company, Deutsche Bank and the other underwriters named therein dated the
Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and not jointly,
indemnify the Company, its officers and directors and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss,
claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific
inclusion in such registration statement to the same extent and with the same effect as the
provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters
have agreed to indemnify the Company.




          5.3.2 Exercise of Purchase Options. Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such
Purchase Options prior to or after the initial filing of any registration statement or the
effectiveness thereof.




          5.3.3 Documents Delivered to Holders. The Company shall furnish to the Holders
participating in any of the foregoing offerings, a signed counterpart, addressed to the
participating Holders, of (i) an opinion of counsel to the Company, dated the effective date of
such registration statement (and, if such registration includes an underwritten public offering, an
opinion dated the date of the closing under any underwriting agreement related thereto), and (ii)




9









 







a “cold comfort” letter dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date of the closing under
the underwriting agreement) signed by the independent public accountants who have issued a report
on the Company’s financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to the Holders participating in
the offering, the correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the registration statement and permit
the Holders, to do such investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably necessary to comply
with applicable securities laws or rules of the National Association of Securities Dealers, Inc.
(“NASD”). Such investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and independent auditors,
all to such reasonable extent and at such reasonable times and as often as the Holders shall
reasonably request. The Company shall not be required to disclose any confidential information or
other records to the Holders, or to any other person, until and unless such persons shall have
entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory
to the Company), with the Company with respect thereto.




          5.3.4 Underwriting Agreement. The Company shall enter into an underwriting agreement
with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are
being registered pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to
the Company, each Holder and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at
their option, require that any or all the representations, warranties and covenants of the Company
to or for the benefit of such underwriters shall also be made to and for the benefit of such
Holders. Such Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution. Such Holders, however, shall agree to such covenants and
indemnification and contribution obligations for selling stockholders as are customarily contained
in agreements of that type used by the managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to
this Section 5. Each Holder shall also furnish to the Company such information regarding itself,
the Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the Registrable Securities.




          5.3.5 Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the
contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the




10









 







registration of Registrable Securities held by any Holder (i) where such Holder would then be
entitled to sell under Rule 144 within any three-month period (or such other period prescribed
under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held
by such Holder, and (ii) where the number of Registrable Securities held by such Holder is within
the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).




          5.3.6 Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice
from the Company of the happening of any event as a result of which the prospectus included in the
registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended
prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of such destruction)
all copies, other than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such notice.




6. Adjustments.




     6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the
number of Units underlying the Purchase Option shall be subject to adjustment from time to time as
hereinafter set forth:



          6.1.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the
provisions of Section 6.3 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants. For example, if the
Company declares a two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of one Unit at $6.60 per whole Unit (each Warrant underlying the Units is
exercisable for $6.25 per share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $6.60 per Unit, each Unit entitling the holder to
receive two shares of Common Stock and four Warrants (each Warrant exercisable for $3.13 per
share).




          6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 6.3, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise price applicable




11









 







thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants.




          6.1.3 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock other than a change
covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of
Common Stock, or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants
immediately prior to such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.




          6.1.4 Changes in Form of Purchase Option. This form of Purchase Option need not be
changed because of any change pursuant to this Section, and Purchase Options issued after such
change may state the same Exercise Price and the same number of Units as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Options reflecting a required or permissive change shall not be deemed to waive any
rights to an adjustment occurring after the Commencement Date or the computation thereof.




     6.2 Substitute Purchase Option. In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then
outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of
shares of stock and other securities and property receivable upon such consolidation or merger, by
a holder of the number of shares of Common Stock of the Company for which such Purchase Option
might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6. The above provision of this Section shall similarly apply to
successive consolidations or mergers.




12










 






     6.3 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Warrants, shares of Common Stock or other
securities, properties or rights.


7. Reservation and Listing. The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance upon exercise of the Purchase
Options or the Warrants underlying the Purchase Option, such number of shares of Common Stock or
other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive rights of any
stockholder. The Company further covenants and agrees that upon exercise of the Warrants underlying
the Purchase Options and payment of the respective Warrant exercise price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as
the Purchase Options shall be outstanding, the Company shall use its best efforts to cause all (i)
Units and shares of Common Stock issuable upon exercise of the Purchase Options, (iii) Warrants
issuable upon exercise of the Purchase Options and (iv) shares of Common Stock issuable upon
exercise of the Warrants included in the Units issuable upon exercise of the Purchase Option to be
listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on
the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any successor trading market) on
which the Units, the Common Stock or the Public Warrants issued to the public in connection
herewith may then be listed and/or quoted.




8. Certain Notice Requirements.




     8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a stockholder for the election of directors or any
other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to
the stockholders.



     8.2 Events Requiring Notice. The Company shall be required to give the notice
described in this Section 8 upon one or more of the following events: (i) if the Company shall take
a record of the holders of its shares of Common Stock for the purpose of entitling them to



13









 







receive a dividend or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital stock of the Company
or securities convertible into or exchangeable for shares of capital stock of the Company, or any
option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up
of the Company (other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.



     8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders
of such event and change (“Price Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s President and Chief Financial Officer.



     8.4 Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Option shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of
the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company may designate by
notice to the Holders:


Grubb & Ellis Realty Advisors, Inc.

2215 Sanders Road, Suite 400

Northbrook, Illinois 60062

Attn: Chairman



9. Miscellaneous.




     9.1 Amendments. The Company may from time to time supplement or amend this Purchase
Option without the approval of any of the Holders in order to cure any ambiguity, to correct or
supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company may deem necessary or desirable and that the Company, in the exercise of
reasonable judgment, determines that it shall not adversely affect the interest of the Holders. All
other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.



     9.2 Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Purchase Option.



     9.3 Entire Agreement. This Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Option) constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof, and



14









 







supersedes all prior agreements and understandings of the parties, oral and written, with
respect to the subject matter hereof.



     9.4 Binding Effect. This Purchase Option shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees, respective
successors, legal representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by virtue of this
Purchase Option or any provisions herein contained.



     9.5 Governing Law; Submission to Jurisdiction. This Purchase Option shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in
the courts of the State of Illinois or of the United States of America for the Northern District of
Illinois, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or
claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be
entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor.



     9.6 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any
of the provisions of this Purchase Option shall not be deemed or construed to be a waiver of any
such provision, nor to in any way affect the validity of this Purchase Option or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of
this Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a
waiver of any other or subsequent breach or non-compliance.



     9.7 Execution in Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.



     9.8 Underlying Warrants. At any time after exercise by the Holder of this Purchase
Option, the Holder may exchange his Warrants (with an initial exercise price of $6.60) for Public
Warrants (with an initial exercise price of $5.00) upon payment to the Company of the difference
between the exercise price of his Warrant and the exercise price of the Public Warrants. Any such
Public Warrants and the Common Stock underlying such Public Warrants shall constitute Registrable
Securities.



15









 





     IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly
authorized officer as of the
                     day of                     , 2006.



	 	 	 	 	 	 	 
	 	 	GRUBB & ELLIS REALTY ADVISORS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 


	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






16









 






Form to be used to exercise Purchase Option:




Grubb & Ellis Realty Advisors, Inc.

2215 Sanders Road, Suite 400

Northbrook, Illinois 60062




Date:                                        , 200                    




     The undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase
Option and to purchase                      Units of Grubb & Ellis Realty Advisors, Inc.and hereby makes payment of
$                     (at the rate of $                     per Unit) in payment of the Exercise Price pursuant
thereto. Please issue the Common Stock and Warrants as to which this Purchase Option is exercised
in accordance with the instructions given below.



or




     The undersigned hereby elects irrevocably to convert its right to purchase                      Units
purchasable under the within Purchase Option by surrender of the unexercised portion of the
attached Purchase Option (with a “Value” based of $                     based on a “Market Price” of $                    ).
Please issue the securities comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.



	 	 	 
	 

	 	 
	 

	 	NOTICE: The signature to this assignment must
	 

	 	correspond with the name as written
upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.






Signature(s) Guaranteed:




      




     THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).



17









 





INSTRUCTIONS FOR REGISTRATION OF SECURITIES




	 	 	 
	Name
	 	 
	 
	 	 
	 

	 	 
	 

	 	(Print in Block Letters)
	 
	 	 
	Address
	 	 
	 
	 	 
	 

	 	 





18









 






Form to be used to assign Purchase Option:




ASSIGNMENT




     (To be executed by the registered Holder to effect a transfer of the within Purchase Option):



     FOR VALUE RECEIVED,                                                             does
hereby sell, assign and
transfer unto                                                  the right to purchase             
         Units of
Grubb & Ellis Realty Advisors, Inc. (“Company”) evidenced by the within Purchase Option and
does hereby authorize the Company to transfer such right on the books of the Company.



Dated:                                        , 200_




	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	NOTICE: The signature to this assignment must
	 

	 	correspond with the name as written
upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever.






Signature(s) Guaranteed:




      




     THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).




19