exv10w2



 






EXHIBIT 10.2




January
6, 2006




Grubb & Ellis Realty Advisors, Inc.

2215 Sanders Road, Suite 400

Northbrook, Illinois 60062




          Re: Initial Public Offering



Ladies and Gentlemen:




          The
undersigned stockholder, officer and director 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
him 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 (i) cause the Trust Fund to be liquidated and distributed to the holders of IPO
Shares and (ii) take all reasonable actions within his 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 with respect to his Insider Shares (“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.




          3. 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 commencing on the Effective Date, Grubb
& Ellis Company (“GBE”) shall be allowed to charge the
Company $7,500 per month, representing an allocable share of
GBE’s overhead, to compensate it for the Company’s use of
GBE’s offices, utilities and personnel and; provided, further,
that GBE 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 GBE. The undersigned and GBE shall also be entitled
to reimbursement from the Company for their out-of-pocket expenses
incurred in connection with seeking and consummating a Business
Combination.




          4. 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 subject to the
provisions of Section 3 above.



          5.
The undersigned will escrow his 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 agrees to be a Director of the Company until the earlier




 









 








Grubb & Ellis Realty Advisors, Inc.

January 6, 2006

Page 2



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 is
true and accurate in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Questionnaire furnished to Deutsche Bank Securities Inc. and annexed as Exhibit B hereto is true
and accurate in all respects. The undersigned represents and warrants that:




     (a) he is not 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) he has never 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) he has never 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 he is
bound, to enter into this letter agreement and to serve as Chairman
of the Board and a Director of the Company.



          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 him 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




 









 








Grubb & Ellis Realty Advisors, Inc.

January 6, 2006

Page 3



inconvenient forum.




       
   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.




	 	 	 	 	 
	
	 	C. Michael Kojaian	 	 
	 

	 	 

	 	 
	 

	 	Print Name of Insider	 	 
	 

	 	/s/ C. Michael Kojaian	 	 
	 

	 	 	 	 
	 

	 	Signature