##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K/A
 (Amendment No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-8122
 GRUBB & ELLIS COMPANY(Exact name of registrant as
    specified in its charter)
  Delaware

94-1424307(State or other jurisdiction of

(IRS Employerincorporation or organization)

Identification No.)   1551
    North Tustin Avenue, Suite 300, Santa Ana, California
    92705
    (Address of principal executive offices) (Zip Code)
  (714) 667-8252
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Regulation S-T o o
  12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ

Smaller reporting company

o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K 10-K), Form 10-K 10-K). 10-K 10-K
    10-K 10-K 10-K, Rule 13a-14




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##### 



GRUBB &
    ELLIS COMPANYFORM 10-K/A
    (Amendment No. 1)
    TABLE OF CONTENTS
   
 PagePart IItem 1.

Business


1Item 1A.

Risk Factors


9Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


30Item 4.

Submission of Matters to a Vote of Security
    Holders


31Part IIItem 5.

Market for Registrants Common Equity and
    Related Stockholder Matters


32Item 6.

Selected Financial Data


35Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


38Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


58Item 8.

Financial Statements and Supplementary Data


60Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


115Item 9A.

Controls and Procedures


115Item 9B.

Other Information


116Part IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


117Item 11.

Executive Compensation


123Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


142Item 13.

Certain Relationships and Related Transactions
    and Director Independence


145Item 14.

Principal Accountant Fees and Services


149Part IVItem 15.

Exhibits and Financial Statement Schedules


150Schedule II  Valuation and
    Qualifying Accounts


160Schedule III  Real Estate and
    Accumulated Depreciation


161Signatures


162EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32   i




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GRUBB &
    ELLIS COMPANY
  PART I
  Item 1.
    Business.  General
    tenant-in-common
    Business
    Segment Reporting
    Management
    Services
        best-in-class




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Transaction
    Services
            Investment
    Management
   2




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Company
    Strategy
   3




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Appointment
    of President, Chief Executive Officer and Director
      Private
    Placement of 12% Preferred Stock
      Amendment
    and Repayment of Senior Secured Credit Facility
   4




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Property
    Acquisitions and Dispositions
        and/or
    Industry
    and Competition
     5




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and/or
          Environmental
    Regulation
  and/or
   6




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and/or
  Seasonality
    Regulation
  Transaction
    and Property Management Services
    Dealer-Manager
    Services
   7




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Service
    Marks
    Real
    Estate Markets
    The
    Merger
        Employees
    Availability
    of this Report
  www.grubb-ellis.com Form 10-K, Form 10-Q,
 8




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Form 8-K www.sec.gov Form 10-K/A Form 10-K,
  Form 10-K/A
  Item 1A.
    Risk
    Factors.  Risks
    Related to the Companys Business in General
  The
    ongoing downturn in the general economy and the real estate
    market has negatively impacted and could continue to negatively
    impact the Companys business and financial
    results.
    
    a decline in acquisition, disposition and leasing activity;
    a decline in the supply of capital invested in commercial real
    estate;
    a decline in fees collected from investment management programs,
    which are dependent upon demand for investment in commercial
    real estate; and
    a decline in the value of real estate and in rental rates, which
    would cause the Company to realize lower revenue from:  
    property management fees, which in certain cases are calculated
    as a percentage of the revenue of the property under
    management; and
    commissions or fees derived from property valuation, sales and
    leasing, which are typically based on the value, sale price or
    lease revenue commitment, respectively.    ,
 9




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The
    ongoing adverse conditions in the credit markets and the risk of
    continued market deterioration have adversely affected the
    Companys revenues, expenses and operating results and may
    continue to do so.
          We
    experienced additional, unanticipated costs and may have
    additional risk and further costs as a result of the restatement
    of our financial statements.
   10




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The
    Companys ability to access credit and capital markets may
    be adversely affected by factors beyond its control, including
    turmoil in the financial services industry, volatility in
    financial markets and general economic downturns.
    We
    have received a notice from the NYSE that we did not meet its
    continued listing requirements. If we are unable to rectify this
    non-compliance in accordance with NYSE rules, our common stock
    will be delisted from trading on the NYSE, which could have a
    material adverse effect on the liquidity and value of our common
    stock.
  18-month
  Over-the-Counter
  The
    TIC business in general, from which the Company has historically
    generated significant revenues, materially contracted in
    2009.
   11




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The
    decline in value of many of the properties purchased by TIC and
    real estate fund investors in the Companys sponsored
    programs as a result of the downturn in the real estate market,
    and the potential loss of investor equity in these programs, may
    negatively affect the Companys reputation and ability to
    sell future sponsored programs.
    The
    Company is in a highly competitive business with numerous
    competitors, some of which may have greater financial and
    operational resources than it does.
    As a
    service-oriented company, the Company depends upon the retention
    of senior management and key personnel, and the loss of its
    current personnel or its failure to hire and retain additional
    personnel could harm its business.
   12




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The
    Company may expand its business to include international
    operations so that it may be more competitive, but in doing so
    it could subject the Company to social, political and economic
    risks of doing business in foreign countries.
    
    lack of substantial experience operating in international
    markets;
    lack of recognition of the Grubb & Ellis brand name in
    international markets;
    difficulties and costs of staffing and managing international
    operations;
    currency restrictions, which may prevent the transfer of capital
    and profits to the United States;
    diverse foreign currency fluctuations;
    changes in regulatory requirements;
    potentially adverse tax consequences;
    the responsibility of complying with multiple and potentially
    conflicting laws;
    the impact of regional or country-specific business cycles and
    economic instability;
    the geographic, time zone, language and cultural differences
    among personnel in different areas of the world;
    political instability; and
    foreign ownership restrictions with respect to operations in
    certain countries.    Failure
    to manage any future growth effectively may have a material
    adverse effect on the Companys financial condition and
    results of operations.
   13




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Risks
    Related to the Companys Transaction Services and
    Management Services Business
  The
    Companys quarterly operating results are likely to
    fluctuate due to the seasonal nature of its business and may
    fail to meet expectations, which may cause the price of its
    securities to decline.
    If the
    properties that the Company manages fail to perform, then its
    business and results of operations could be
    harmed.
    
    the Companys ability to attract and retain creditworthy
    tenants;
    the magnitude of defaults by tenants under their respective
    leases;
    the Companys ability to control operating expenses;
    governmental regulations, local rent control or stabilization
    ordinances which are in, or may be put into, effect;
    various uninsurable risks;
    financial condition of certain clients;
    financial conditions prevailing generally and in the areas in
    which these properties are located;
    the nature and extent of competitive properties; and
    the general real estate market.   14




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If the
    Company fails to comply with laws and regulations applicable to
    real estate brokerage and mortgage transactions and other
    business lines, then it may incur significant financial
    penalties.
    The
    Company may have liabilities in connection with real estate
    brokerage and property and facilities management
    activities.
  standard-of-care
    Environmental
    regulations may adversely impact the Companys business
    and/or cause the Company to incur costs for cleanup of hazardous
    substances or wastes or other environmental
    liabilities.
  and/or
     15




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and/or
  Risks
    Related to the Companys Investment Management and
    Broker-Dealer Business
  Declines
    in asset value, reductions in distributions in investment
    programs or loss of properties to foreclosure could adversely
    affect the Company business, as it could cause harm to the
    Companys reputation, cause the loss of management
    contracts and third-party broker-dealer selling agreements,
    limit the Companys ability to sign future third-party
    broker-dealer selling agreements and potentially expose the
    Company to legal liability.
    The
    Company currently provides its Investment Management services
    primarily to its investment programs. Its revenue depends on the
    number of its programs, on the price of the properties acquired
    or disposed, and on the revenue generated by the properties
    under its management.
    The
    Company may be required to repay loans the Company guaranteed
    that were used to finance properties acquired by the
    Companys programs.
   16




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
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents;
    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan
    documents; and
    the breach of any obligations set forth in an environmental or
    hazardous substances indemnification agreement from borrower.       17




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The
    Company may be unable to grow its investment programs, which
    would cause it to fail to satisfy its business
    strategy.
    The
    revenue streams from the Companys management services for
    sponsored programs are subject to limitation or
    cancellation.
      The
    inability to access investors for the Companys programs
    through broker-dealers or other intermediaries could have a
    material adverse effect on its business.
   18




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The
    termination of any of the Companys broker-dealer
    relationships, especially given the limited number of key
    broker-dealers, could have a material adverse effect on its
    business.
    Misconduct
    by third-party selling broker-dealers or the Companys
    sales force, could have a material adverse effect on its
    business.
    A
    significant amount of the Companys programs are structured
    to provide favorable tax treatment to investors or REITs. If a
    program fails to satisfy the requirements necessary to permit
    this favorable tax treatment, the Company could be subject to
    claims by investors and its reputation for structuring these
    transactions would be negatively affected, which would have an
    adverse effect on its financial condition and results of
    operations.
  i.e.
  Any
    future co-investment activities the Company undertakes could
    subject it to real estate investment risks which could lead to
    the need for substantial capital contributions, which may impact
    its cash flows and financial condition and, if it is unable to
    make them, could damage its reputation and result in adverse
    consequences to its holdings.
   19




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Geographic
    concentration of program properties may expose the
    Companys programs to regional economic downturns that
    could adversely impact their operations and, as a result, the
    fees the Company is able to generate from them, including fees
    on disposition of the properties as the Company may be limited
    in its ability to dispose of properties in a challenging real
    estate market.
    If
    third-party managers providing property management services for
    the Companys programs office, medical office and
    healthcare related facilities, retail and multi-family
    properties are negligent in their performance of, or default on,
    their management obligations, the tenants may not renew their
    leases or the Company may become subject to unforeseen
    liabilities. If this occurs, it could have an adverse effect on
    the Companys financial condition and operating
    results.
  day-to-day
  The
    Company or its new programs may be required to incur future
    indebtedness to raise sufficient funds to purchase
    properties.
   20




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Future
    pressures to lower, waive or credit back the Companys fees
    could reduce the Companys revenue and
    profitability.
    Regulatory
    uncertainties related to the Companys broker-dealer
    services could harm the Companys business.
  cease-and-desist
  The
    Company depends upon its programs tenants to pay rent, and
    their inability to pay rent may substantially reduce certain
    fees the Company receives which are based on gross rental
    amounts.
    
    downturns in national or regional economic conditions where the
    Companys programs properties are located, which
    generally will negatively impact the demand and rental rates;
    changes in local market conditions such as an oversupply of
    properties, including space available by sublease or new
    construction, or a reduction in demand for properties in the
    Companys programs, making it more difficult for the
    Companys programs to lease space at attractive rental
    rates or at all;
    competition from other available properties, which could cause
    the Companys programs to lose current or prospective
    tenants or cause them to reduce rental rates; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.   21




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Conflicts
    of interest inherent in transactions between the Companys
    programs and the Company, and among its programs, could create
    liability for the Company that could have a material adverse
    effect on its results of operations and financial
    condition.
    
    the Company experiences conflicts of interests with certain of
    its directors, officers and affiliates from time to time with
    regard to any of its investments, transactions and agreements in
    which it holds a direct or indirect pecuniary interest;
    since the Company receives both management fees and acquisition
    and disposition fees for its programs properties, the
    Company could be in conflict with its programs over whether
    their properties should be sold or held by the program and the
    Company may make decisions or take actions based on factors
    other than in the best interest of investors of a particular
    sponsored investor program;
    a component of the compensation of certain of the Companys
    executives is based on the performance of particular programs,
    which could cause the executives to favor those programs over
    others;
    the Company may face conflicts of interests as to how it
    allocates property acquisition opportunities or prospective
    tenants among competing programs;
    the Company may face conflicts of interests if programs sell
    properties to each other or invest in each other; and
    the Companys executive officers will devote only as much
    of their time to a program as they determine is reasonably
    required, which may be substantially less than full time; during
    times of intense activity in other programs, these officers may
    devote less time and fewer resources to a program than are
    necessary or appropriate to manage the programs business.    The
    offerings conducted to raise capital for the Companys TIC
    Programs are done in reliance on exemptions from the
    registration requirements of the Securities Act. A failure to
    satisfy the requirements for the appropriate exemption could
    void the offering or, if it is already completed, provide the
    investors with rescission rights, either of which would have a
    material adverse effect on the Companys reputation and as
    a result its business and results of operations.
   22




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The
    inability to identify suitable refinance options may negatively
    impact investment program performance and cause harm to the
    Companys reputation, cause the loss of management
    contracts and third-party broker-dealer selling agreements,
    limit the Companys ability to sign future third-party
    broker-dealer selling agreements and potentially expose the
    Company to legal liability.
    An
    increase in interest rates may negatively affect the equity
    value of the Companys programs or cause the Company to
    lose potential investors to alternative investments, causing the
    fees the Company receives for transaction and management
    services to be reduced.
    Increasing
    competition for the acquisition of real estate may impede the
    Companys ability to make future acquisitions which would
    reduce the fees the Company generates from these programs and
    could adversely affect the Companys operating results and
    financial condition.
    Illiquidity
    of real estate investments could significantly impede the
    Companys ability to respond to adverse changes in the
    performance of the Companys programs properties and
    harm the Companys financial condition.
   23




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Risks
    Related to the Company in General
  Delaware
    law and provisions of the Companys amended and restated
    certificate of incorporation and restated bylaws contain
    provisions that could delay, deter or prevent a change of
    control.
    
    the authority of the Companys board to issue, without
    shareowner approval, preferred stock with such terms as the
    Companys board may determine;
    the authority of the Companys board to adopt, amend or
    repeal the Companys bylaws; and
    a prohibition on holders of less than a majority of the
    Companys outstanding shares of capital stock calling a
    special meeting of the Companys shareowners.    The
    Company has the ability to issue blank check preferred stock,
    which could adversely affect the voting power and other rights
    of the holders of its common stock.
    The
    Company has registration rights outstanding, which could have a
    negative impact on its share price if exercised.
   24




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Future
    sales of the Companys common stock could adversely affect
    its stock price.
    The
    Company is obligated to pay quarterly dividends with respect to
    its Preferred Stock.
    The
    12% Preferred Stock will rank senior to the Companys
    common stock but junior to all of the Companys liabilities
    and the Companys subsidiaries liabilities, in the
    event of a bankruptcy, liquidation or
    winding-up.
  winding-up, winding-up,
    The
    market price of the 12% Preferred Stock will be directly
    affected by the market price of the Companys common
    stock, which may be volatile.
   25




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
    the Companys liquidity risk management, including the
    Companys ratings, if any, the Companys liquidity
    plan and potential transactions designed to enhance liquidity;
    actual or anticipated quarterly fluctuations in the
    Companys operating and financial results;
    developments related to investigations, proceedings, or
    litigation that involves the Company;
    changes in financial estimates and recommendations by financial
    analysts;
    dispositions, acquisitions, and financings;
    additional issuances by the Company of common stock;
    additional issuances by the Company of other series or classes
    of preferred stock;
    actions of the Companys common shareowners, including
    sales of common stock by shareowners and the Companys
    directors and executive officers;
    changes in funding markets, including commercial paper, term
    debt, bank deposits and the asset-backed securitization markets;
    changes in confidence in real estate markets and real estate
    investments;
    fluctuations in the stock price and operating results of the
    Companys competitors and real estate-related stocks in
    general;
    government reactions to current economic and market
    conditions; and
    regional, national and global political and economic conditions
    and other factors.  and/or
  There
    may be future sales or other dilution of our equity, which may
    adversely affect the market price of the Companys common
    stock or the 12% Preferred Stock and may negatively impact the
    holders investment.
   26




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winding-up,
    An
    active trading market for the 12% Preferred Stock does not exist
    and may not develop.
    The
    12% Preferred Stock has not been rated.
    Holders
    of the 12% Preferred Stock do not have identical rights as
    holders of common stock until they acquire the common stock, but
    will be subject to all changes made with respect to the
    Companys common stock.
    The
    12% Preferred Stock is perpetual in nature.
   27




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The
    conversion rate of the 12% Preferred Stock may not be adjusted
    for all dilutive events that may adversely affect the market
    price of the 12% Preferred Stock or the common stock issuable
    upon conversion of the 12% Preferred Stock.
    A
    change in control with respect to the Company may not constitute
    a merger, consolidation or sale of assets or a fundamental
    change for the purpose of the 12% Preferred Stock.
    The
    Company may not have the funds necessary to repurchase the 12%
    Preferred Stock following a fundamental change.
   28




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The
    adjustment to conversion rate in respect of conversions
    following certain change in control events may not adequately
    compensate the holder.
    If the
    Companys common stock is delisted, the holders
    ability to transfer or sell the 12% Preferred Stock, or common
    stock upon conversion, may be limited and the market value of
    the 12% Preferred Stock will be adversely
    affected.
    Holders
    of the 12% Preferred Stock may be unable to use the
    dividends-received deduction.
    Uninsured
    and underinsured losses may adversely affect
    operations.
   29




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Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      Item 3.
    Legal
    Proceedings.  General
   30




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Item 4.
    Submission
    of Matters to a Vote of Security Holders.                    Election of Directors

For


Withheld


Abstentions


Broker Non-VotesThomas P. DArcy


81,866,912



1,321,624



0



0C. Michael Kojaian


81,764,157



1,424,379



0



0Robert J. McLaughlin


80,229,679



2,958,857



0



0Devin I. Murphy


81,867,773



1,320,763



0



0D. Fleet Wallace


81,429,607



1,758,929



0



0Rodger D. Young


81,383,995



1,804,541



0



0      31




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GRUBB &
    ELLIS COMPANY
 PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters.  Market
    and Price Information
    2009


2008High


Low


High


LowFirst Quarter

$
1.29


$
0.25


$
7.50


$
3.80Second Quarter

$
1.31


$
0.50


$
7.50


$
3.61Third Quarter

$
1.96


$
0.55


$
5.00


$
2.70Fourth Quarter

$
2.17


$
1.15


$
2.88


$
0.81       360-day 30-day
  Sales of
    Unregistered Securities
  1 3
 32




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Equity
    Compensation Plan Information
    Number of securitiesremaining availableWeighted average


forNumber of securities to


exercise price of


future issuance underbe


outstanding


equity compensationissued upon exercise of


options,


plans (excludingoutstanding options,


warrants and


securities reflected inwarrants and rights


rights


column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


469,746


$
10.46



2,539,910Equity compensation plans not approved by security holders(1)










Total


469,746


$
10.46



2,539,910     (1)
    
    As of December 31, 2009, an aggregate of 5.6 million
    phantom share grants were outstanding.  Grubb &
    Ellis Stock Performance
  This section entitled, Grubb & Ellis Stock
    Performance is not to be deemed to be soliciting
    material or to be filed with the SEC or
    subject to Regulation 14A or 14C or to the liabilities of
    Section 18 of the Exchange Act, except to the extent that
    the Company specifically requests that such information be
    treated as soliciting material or specifically incorporates it
    by reference into any filing under the Securities Act or the
    Exchange Act.
  66-month
 33




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COMPARISON OF 66
    MONTH CUMULATIVE TOTAL RETURN* Among
    Grubb & Ellis Company, The S&P 500 Index
    And A Peer Group
  
  *$100
    invested on
    6/30/04 in
    stock or index, including reinvestment of dividends. Fiscal year
    ending December 31.
  Copyright©

    2010 S&P, a division of The McGraw-Hill Companies Inc. All
    rights reserved.
  6/04


6/05


6/06


6/07


12/07


12/08


12/09Grubb & Ellis Company


100.00



351.76



464.82



582.91



323.44



65.28



67.38S&P 500


100.00



106.32



115.50



139.28



137.37



86.55



109.45Peer Group


100.00



205.34



366.92



516.05



311.02



83.05



214.34   The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
 34




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Item 6.
    Selected
    Financial Data.    Year Ended December 31,(In thousands, except per share
    data)

2009

2008

2007(1)

2006(2)

2005(3)Consolidated Statement of Operations Data:Total services revenue

$
505,360


$
595,495


$
201,538


$
99,599


$
80,817Total revenue


535,645



628,779



229,657



108,543



84,423Total compensation costs


469,538



503,004



104,109



49,449



29,873Total operating expense


641,551



929,407



195,723



97,633



71,035Operating (loss) income


(105,906
)


(300,628
)


33,934



10,910



13,388(Loss) income from continuing operations


(82,985
)


(318,668
)


23,741



21,012



13,679Net (loss) income


(80,499
)


(342,589
)


23,033



20,049



10,288Net (loss) income attributable to Grubb & Ellis Company


(78,838
)


(330,870
)


21,072



19,971



10,047Basic (loss) earnings per share attributable to
    Grubb & Ellis Company

$
(1.27
)

$
(5.21
)

$
0.53


$
1.01


$
0.58(Loss) income from continuing operations per share attributable
    to Grubb & Ellis Company

$
(1.31
)

$
(4.83
)

$
0.55


$
1.06


$
0.80Diluted (loss) earnings per share attributable to
    Grubb & Ellis Company

$
(1.27
)

$
(5.21
)

$
0.53


$
1.01


$
0.58Basic weighted average shares outstanding


63,645



63,515



38,652



19,681



17,200Diluted weighted average shares outstanding


63,645



63,515



38,653



19,694



17,200Dividends declared per common share

$



$
0.205


$
0.36


$
0.10


$
Dividends declared per preferred share

$
1.8333


$



$



$



$
Consolidated Statement of Cash Flow Data (Restated):Net cash (used in) provided by operating activities

$
(51,789
)

$
(33,629
)

$
33,543


$
17,356


$
23,536Net cash provided by (used in) investing activities


86,557



(76,330
)


(486,909
)


(56,203
)


(35,183
)Net cash (used in) provided by financing activities


(28,652
)


93,616



400,468



140,525



10,251   35




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##### Table of Contents



December 31,2009


2008


2007


2006


2005Consolidated Balance Sheet Data (at end of period):Total assets

$
357,324


$
520,277


$
988,542


$
347,709


$
126,057Long Term Liabilities:Line of credit










8,000







8,500Notes payable and capital lease obligations


107,755



107,203



107,343



843



887Senior notes


16,277



16,277



16,277



10,263



2,300Redeemable preferred liability


















6,077Preferred stock (12% cumulative participating perpetual
    convertible)


90,080















Total Grubb & Ellis shareowners equity


1,327



70,171



404,056



217,125



20,081     (1)
    
    Based on Generally Accepted Accounting Principles (GAAP), the
    operating results for the year ended December 31, 2007
    includes the results of legacy NNN Realty Advisors, Inc. prior
    to the Merger for the full periods presented and the results of
    the legacy Grubb & Ellis Company for the period from
    December 8, 2007 through December 31, 2007.(2)
    
    Includes a full year of operating results of GERI (formerly
    Triple Net Properties, LLC), one and one-half months of Triple
    Net Properties Realty, Inc. (Realty) (acquired on
    November 16, 2006) and one-half month of GBE
    Securities (formerly NNN Capital Corp.) (acquired on
    December 14, 2006). GERI was treated as the acquirer in
    connection with these transactions.(3)
    
    Based on GAAP, reflects operating results of GERI.  Non-GAAP Financial
    Measures
       36




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##### Table of Contents



Year EndedDecember 31,


Change(In thousands)

2009


2008


$


%Net loss attributable to Grubb & Ellis Company

$
(78,838
)

$
(330,870
)

$
252,032



76.2
%Discontinued operations


(2,486
)


23,921



(26,407
)


(110.4
)Interest expense


15,446



14,207



1,239



8.7Interest income


(555
)


(902
)


347



38.5Depreciation and amortization


12,324



16,028



(3,704
)


(23.1
)Goodwill and intangible assets impairment


738



181,285



(180,547
)


(99.6
)Taxes


(1,175
)


(827
)


(348
)


(42.1
)EBITDA(1)


(54,546
)


(97,158
)


42,612



43.9Gain related to the repayment of the credit facility, net


(21,935
)






(21,935
)


Charges related to sponsored programs


23,348



27,771



(4,423
)


(15.9
)Real estate related impairment


17,372



59,114



(41,742
)


(70.6
)Write off of investment in Grubb & Ellis Realty
    Advisors, net






5,828



(5,828
)


(100.0
)Share-based based compensation


10,876



11,907



(1,031
)


(8.7
)Amortization of signing bonuses


7,535



7,603



(68
)


(0.9
)Loss on marketable securities






1,783



(1,783
)


(100.0
)Merger related costs






14,732



(14,732
)


(100.0
)Amortization of contract rights






1,179



(1,179
)


(100.0
)Real estate operations


(7,959
)


(9,993
)


2,034



20.4Other


1,319



163



1,156



709.2Adjusted EBITDA(1)

$
(23,990
)

$
22,929


$
(46,919
)


(204.6
)%     (1)
    
    EBITDA represents earnings before net interest expense, interest
    income, realized gains or losses on sales of marketable
    securities, income taxes, depreciation, amortization,
    discontinued operations and impairments related to goodwill and
    intangible assets. Management believes EBITDA is useful in
    evaluating our performance compared to that of other companies
    in our industry because the calculation of EBITDA generally
    eliminates the effects of financing and income taxes and the
    accounting effects of capital spending and acquisition, which
    items may vary for different companies for reasons unrelated to
    overall operating performance. As a result, management uses
    EBITDA as an operating measure to evaluate the operating
    performance of the Company and for other discretionary purposes,
    including as a significant component when measuring performance
    under employee incentive programs.However, EBITDA is not a recognized measurement under
    U.S. generally accepted accounting principles, or GAAP, and
    when analyzing the Companys operating performance, readers
    should use EBITDA in addition to, and not as an alternative for,
    net income as determined in accordance with GAAP. Because not
    all companies use identical calculations, our presentation of
    EBITDA may not be comparable to similarly titled measures of
    other companies. Furthermore, EBITDA is not intended to be a
    measure of free cash flow for managements discretionary
    use, as it does not consider certain cash requirements such as
    tax and debt service payments. 37




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    This Annual Report contains statements that are
    forward-looking and as such are not historical facts. Rather,
    these statements constitute projections, forecasts or
    forward-looking statements within the meaning of the Private
    Securities Litigation Reform Act of 1995. You should not place
    undue reliance on these statements. Forward-looking statements
    include information concerning the Companys liquidity and
    possible or assumed future results of operations, including
    descriptions of the Companys business strategies. These
    statements often include words such as believe,
    expect, anticipate, intend,
    plan, estimate seek,
    will, may or similar expressions. These
    statements are based on certain assumptions that the Company has
    made in light of its experience in the industry as well as its
    perceptions of the historical trends, current conditions,
    expected future developments and other factors the Company
    believes are appropriate under these circumstances.
  All such forward-looking statements speak only as of the date
    of this Annual Report. The Company expressly disclaims any
    obligation or undertaking to release publicly any updates or
    revisions to any forward-looking statements contained herein to
    reflect any change in the Companys expectations with
    regard thereto or any change in events, conditions or
    circumstances on which any such statement is based.
  As you read this Annual Report, you should understand that
    these statements are no guarantees of performance or results.
    They involve risks, uncertainties and assumptions. You should
    understand the risks and uncertainties discussed in
    Item 1A  Risk Factors and elsewhere
    in this Annual Report, could affect the Companys actual
    financial results and could cause actual results to differ
    materially from those expressed in the forward-looking
    statements. Some important factors include, but are not limited
    to:
  
    the continued weakened national economy in general and the
    commercial real estate markets in particular;
    the continued global and economic slowdown and capital markets
    disruption;
    changes in general economic and business conditions, including
    interest rates, the cost and availability of financing of
    capital for investment in real estate, clients willingness
    to make real estate commitments and other factors impacting the
    value of real estate assets;
    our ability to retain major clients and renew related contracts;
    our ability to return advisory and management contracts on
    sponsored REIT and TIC programs, respectively;
    the failure of properties sponsored or managed by us to perform
    as anticipated;
    our exposure to liabilities in connection with sponsored
    investment programs;
    our ability to compete in specific geographic markets or
    business segments that are material to us;
    the contraction of the TIC market;
    declining values of real estate assets and distributions on our
    programs;
    significant variability in our results of operations among
    quarters;
    our ability to retain our senior management and attract and
    retain qualified and experienced employees;
    our ability to comply with the laws and regulations applicable
    to real estate brokerage investment syndication and mortgage
    transactions;
    our potential liability under loan guarantees in connection with
    investment programs;
    our ability to sign and retain selling agreements;
    our exposure to liabilities in connection with real estate
    brokerage, real estate and property management activities; 38




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##### Table of Contents




    changes in the key components of revenue growth for large
    commercial real estate services companies;
    reliance of companies on outsourcing for their commercial real
    estate needs;
    liquidity and availability of additional or continued sources of
    financing for the Companys investment programs;
    trends in use of large, full-service real estate providers;
    diversification of our client base;
    improvements in operating efficiency;
    protection of our brand;
    trends in pricing for commercial real estate services; and
    the effect of implementation of new tax and accounting rules and
    standards.  Overview
    and Background
      Critical
    Accounting Policies
    Revenue
    Recognition
  Management
    Services
  on-site
  Transaction
    Services
   39




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##### Table of Contents



Investment
    Management
        Basis
    of Presentation and Principles of Consolidation
     40




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##### Table of Contents



tenant-in-common
  Purchase
    Price Allocation
  lease-up
      Impairment
    of Long-Lived Assets
    non-amortizing
 41




---



##### Table of Contents



Insurance
    and Claim Reserves
      Recently
    Issued Accounting Pronouncements
  Form 10-K/A
 42




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Overview
    year-to-date
     43




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##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Year Ended December 31,


Change(In thousands)

2009


2008


$


%RevenueManagement services

$
274,684


$
253,664


$
21,020



8.3
%Transaction services


173,394



240,250



(66,856
)


(27.8
)Investment management


57,282



101,581



(44,299
)


(43.6
)Rental related


30,285



33,284



(2,999
)


(9.0
)Total revenue


535,645



628,779



(93,134
)


(14.8
)Operating ExpenseCompensation costs


469,538



503,004



(33,466
)


(6.7
)General and administrative


80,078



99,829



(19,751
)


(19.8
)Provision for doubtful accounts


24,768



19,831



4,937



24.9Depreciation and amortization


12,324



16,028



(3,704
)


(23.1
)Rental related


21,287



21,377



(90
)


(0.4
)Interest


15,446



14,207



1,239



8.7Merger related costs






14,732



(14,732
)


(100.0
)Real estate related impairments


17,372



59,114



(41,742
)


(70.6
)Goodwill and intangible asset impairment


738



181,285



(180,547
)


(99.6
)Total operating expense


641,551



929,407



(287,856
)


(31.0
)Operating Loss


(105,906
)


(300,628
)


194,722



64.8Other (Expense) IncomeEquity in losses of unconsolidated entities


(1,148
)


(13,311
)


12,163



91.4Interest income


555



902



(347
)


(38.5
)Gain on extinguishment of debt


21,935







21,935



Other


404



(6,458
)


6 862



106.3Total other income (expense)


21,746



(18,867
)


40,613



215.3Loss from continuing operations before income tax provision


(84,160
)


(319,495
)


235,335



73.7Income tax benefit


1,175



827



348



42.1Loss from continuing operations


(82,985
)


(318,668
)


235,683



74.0Discontinued OperationsLoss from discontinued operations  net of taxes


(4,956
)


(24,278
)


19,322



79.6Gain on disposal of discontinued operations  net of
    taxes


7,442



357



7,085



1,984.6Total income (loss) from discontinued operations


2,486



(23,921
)


26,407



110.4Net Loss


(80,499
)


(342,589
)


262,090



76.5Net loss attributable to noncontrolling interests


(1,661
)


(11,719
)


10,058



85.8Net loss attributable to Grubb & Ellis Company


(78,838
)


(330,870
)


252,032



76.2Preferred stock dividends


(1,770
)






(1,770
)


Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(80,608
)

$
(330,870
)

$
250,262



75.6
%  44




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##### Table of Contents



Revenue
  Management
    Services Revenue
    Transaction
    Services Revenue
    Investment
    Management Revenue
    start-up
  year-over-year
     45




---



##### Table of Contents



Rental
    Revenue
    Operating
    Expense Overview
      Compensation
    Costs
    Year EndedDecember 31,


Change2009


2008


$MANAGEMENT SERVICESCompensation costs

$
36,701


$
39,125


$
(2,424
)Transaction commissions and related costs


12,623



8,581



4,042Reimbursable salaries, wages and benefits


193,682



178,058



15,624Total


243,006



225,764



17,242TRANSACTION SERVICESCompensation costs


44,274



50,272



(5,998
)Transaction commissions and related costs


112,398



155,668



(43,270
)Total


156,672



205,940



(49,268
)INVESTMENT MANAGEMENTCompensation costs


26,275



30,254



(3,979
)Transaction commissions and related costs


84



18



66Reimbursable salaries, wages and benefits


9,430



6,458



2,972Total


35,789



36,730



(941
)Compensation costs related to corporate overhead


34,071



34,570



(499
)Total compensation costs

$
469,538


$
503,004


$
(33,466
)   General
    and Administrative
   46




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##### Table of Contents



Provision
    for Doubtful Accounts
    Depreciation
    and Amortization
  ,
  Rental
    Expense
    Interest
    Expense
  rd
  Merger
    Related Costs
    Real
    Estate Related Impairments
   47




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##### Table of Contents



Discontinued
    Operations
  Goodwill
    and Intangible Assets Impairment
    Equity in
    Earnings (Losses) of Unconsolidated Real Estate
    Gain on
    Extinguishment of Debt
    Other
    Income (Expense)
    Discontinued
    Operations
   48




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##### Table of Contents



Income
    Tax
    Net Loss
    Attributable to Noncontrolling Interests
    Net Loss
    Attributable to Grubb & Ellis Company
    Net Loss
    Attributable to Grubb & Ellis Company Common
    Shareowners
    49




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##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
    Year EndedDecember 31,


Change(In thousands)

2008


2007(1)


$


%RevenueManagement services

$
253,664


$
16,365


$
237,299



1,450.0
%Transaction services


240,250



35,522



204,728



576.3Investment management


101,581



149,651



(48,070
)


(32.1
)Rental related


33,284



28,119



5,165



18.4Total revenue


628,779



229,657



399,122



173.8Operating ExpenseCompensation costs


503,004



104,109



398,895



383.2General and administrative


99,829



42,860



56,969



132.9Provision for doubtful accounts


19,831



1,391



18,440



1,325.7Depreciation and amortization


16,028



9,321



6,707



72.0Rental related


21,377



20,839



538



2.6Interest


14,207



10,818



3,389



31.3Merger related costs


14,732



6,385



8,347



130.7Real estate related impairments


59,114







59,114



Goodwill and intangible asset impairment


181,285







181,285



Total operating expense


929,407



195,723



733,684



374.9Operating (Loss) Income


(300,628
)


33,934



(334,562
)


(985.9
)Other (Expense) IncomeEquity in (losses) earnings of unconsolidated entities


(13,311
)


2,029



(15,340
)


(756.0
)Interest income


902



2,996



(2,094
)


(69.9
)Other


(6,458
)


(465
)


(5,993
)


(1,288.8
)Total other (expense) income


(18,867
)


4,560



(23,427
)


(513.8
)(Loss) income from continuing operations before income tax
    provision


(319,495
)


38,494



(357,989
)


(930.0
)Income tax benefit (provision)


827



(14,753
)


15,580



105.6(Loss) income from continuing operations


(318,668
)


23,741



(342,409
)


(1,442.3
)Discontinued OperationsLoss from discontinued operations  net of taxes


(24,278
)


(960
)


(23,318
)


(2,429.0
)Gain on disposal of discontinued operations  net of
    taxes


357



252



105



41.7Total loss from discontinued operations


(23,921
)


(708
)


(23,213
)


(3,278.7
)Net (Loss) Income


(342,589
)


23,033



(365,622
)


(1,587.4
)Net (loss) income attributable to noncontrolling interests


(11,719
)


1,961



(13,680
)


(697.6
)Net (loss) income attributable to Grubb & Ellis
    Company

$
(330,870
)

$
21,072


$
(351,942
)


(1,670.2
)%     (1)
    
    Based on GAAP, the operating results for twelve months ended
    December 31, 2007 includes the results of NNN for the full
    periods presented and the results of the legacy
    Grubb & Ellis business for the period from
    December 8, 2007 through December 31, 2007. 50




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##### Table of Contents



Revenue
  Management
    Services Revenue
    Transaction
    Services Revenue
    Investment
    Management Revenue
    year-over-year
  year-over-year
      year-over-year year-over-year.
  Rental
    Revenue
   51




---



##### Table of Contents



Operating
    Expense Overview
    Compensation
    costs
    General
    and Administrative
      Provision
    for Doubtful Accounts
    Depreciation
    and Amortization
    Rental
    Expense
    Interest
    Expense
   52




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##### Table of Contents



Merger
    Related Costs
    Real
    Estate Related Impairments
  Discontinued Operations
  Goodwill
    and Intangible Assets Impairment
    Equity in
    Earnings (Losses) of Unconsolidated Real Estate
    Other
    Income (Expense)
    Discontinued
    Operations
   53




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##### Table of Contents



Income
    Tax
    Net
    (Loss) Income Attributable to Noncontrolling Interests
    Net
    (Loss) Income Attributable to Grubb & Ellis
    Company
    Liquidity
    and Capital Resources
  Current
    Sources of Capital and Liquidity
     54




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##### Table of Contents



Long-Term
    Liquidity Needs
    Factors
    That May Influence Future Sources of Capital and
    Liquidity
    Cash
    Flow
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
       55




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##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
        Commitments,
    Contingencies and Other Contractual Obligations
  Contractual
    Obligations
      Payments Due by PeriodLess Than








More Than1 Year


1-3 Years


3-5 Years


5 Years(In thousands)

2010


(2011-2012)


(2013-2014)


(After 2014)


TotalPrincipal  properties held for investment

$



$



$
37,000


$
70,000


$
107,000Interest  properties held for investment


6,061



12,804



12,698



10,048



41,611Principal  senior notes






16,277











16,277Interest  senior notes


1,424



843











2,267Operating lease obligations  others


15,240



30,832



30,763



8,965



85,800Operating lease obligations  general


22,703



37,991



19,909



12,458



93,061Capital lease obligations


939



755











1,694Total

$
46,367


$
99,502


$
100,370


$
101,471


$
347,710   TIC Program Exchange Provisions.
 56




---



##### Table of Contents



Off-Balance Sheet Arrangements.
    December 31,(In thousands)

2009

2008Non-recourse/carve-out guarantees of debt of properties under
    management(1)

$
3,416,849


$
3,372,007Non-recourse/carve-out guarantees of the Companys debt(1)

$
97,000


$
97,000Recourse guarantees of debt of properties under management

$
33,898


$
42,426Recourse guarantees of the Companys debt(2)

$
10,000


$
10,000     (1)
    
    A non-recourse/carve-out guarantee imposes personal
    liability on the guarantor in the event the borrower engages in
    certain acts prohibited by the loan documents. Each non-recourse
    carve-out guarantee is an individual document entered into with
    the mortgage lender in connection with the purchase or refinance
    of an individual property. While there is not a standard
    document evidencing these guarantees, liability under the
    non-recourse carve-out guarantees generally may be triggered by,
    among other things, any or all of the following:  
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents;
    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan documents; and 57




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##### Table of Contents




    the breach of any obligations set forth in an environmental or
    hazardous substances indemnification agreement from borrower.    (2)
    
    In addition to the $10.0 million principal guarantee, the
    Company has guaranteed any shortfall in the payment of interest
    on the unpaid principal amount of the mortgage debt on one owned
    property.    Subsequent
    Events
  Form 10-K/A
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.       58




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##### Table of Contents



Expected Maturity Date2010

2011

2012

2013

2014

Thereafter

Total

Fair ValueFixed rate debt  principal payments

$



$



$



$



$
37,000


$
70,000


$
107,000


$
94,453Weighted average interest rate on maturing debt


















6.32
%


6.29
%


6.30
%


        59




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Grubb & Ellis CompanyReports of Independent Registered Public
    Accounting Firms


61Consolidated Balance Sheets as of
    December 31, 2009 and 2008


63Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


64Consolidated Statements of Shareowners
    Equity for the years ended December 31, 2009, 2008 and
    2007


65Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


66Notes to Consolidated Financial Statements for
    the years ended December 31, 2009, 2008 and 2007


68   60




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 61




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              San Diego, California
    November 19, 2009

/s/ PKF
    PKF
    Certified Public Accountants
    A Professional Corporation  62




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED BALANCE SHEETS
 (In
    thousands, except share and per share amounts)
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
39,101


$
32,985Restricted cash


13,875



36,047Investment in marketable equity securities


690



1,510Accounts receivable from related parties  net


9,169



22,630Notes and advances to related parties  net


1,019



12,082Service fees receivable  net


30,293



26,987Current portion of professional service contracts  net


3,626



4,326Real estate deposits and pre-acquisition costs


1,321



5,961Properties held for sale






78,708Identified intangible assets and other assets held for
    sale  net






25,747Prepaid expenses and other assets


16,497



23,620Refundable income taxes


4,992



Total current assets


120,583



270,603Accounts receivable from related parties  net


15,609



11,072Advances to related parties  net


14,607



11,499Professional service contracts  net


7,271



10,320Investments in unconsolidated entities


3,783



8,733Properties held for investment  net


82,189



88,699Property, equipment and leasehold improvements  net


13,190



14,020Identified intangible assets  net


94,952



100,631Other assets  net


5,140



4,700Total assets

$
357,324


$
520,277LIABILITIES AND SHAREOWNERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
62,867


$
70,222Due to related parties


2,267



2,447Line of credit






63,000Current portion of capital lease obligations


939



333Notes payable of properties held for sale






108,959Liabilities of properties held for sale  net






9,257Other liabilities


38,864



37,550Deferred tax liabilities






2,080Total current liabilities


104,937



293,848Long-term liabilities:Senior notes


16,277



16,277Notes payable and capital lease obligations


107,755



107,203Other long-term liabilities


11,622



11,875Deferred tax liabilities


25,477



17,298Total liabilities


266,068



446,501Commitment and contingencies (Note 20)Preferred stock: 12% cumulative participating perpetual
    convertible; $0.01 par value; 1,000,000 and 0 shares
    authorized as of December 31, 2009 and 2008, respectively;
    965,700 and 0 shares issued and outstanding as of
    December 31, 2009 and 2008, respectively


90,080



Shareowners equity:Preferred stock: $0.01 par value; 19,000,000 and
    10,000,000, shares authorized as of December 31, 2009 and
    2008, respectively; no shares issued and outstanding as of
    December 31, 2009 and 2008






Common stock: $0.01 par value; 200,000,000 and
    100,000,000 shares authorized as of December 31, 2009
    and 2008, respectively; 67,352,440 and 65,382,601 shares
    issued and outstanding as of December 31, 2009 and 2008,
    respectively


674



654Additional paid-in capital


412,754



402,780Accumulated deficit


(412,101
)


(333,263
)Total Grubb & Ellis Company shareowners equity


1,327



70,171Noncontrolling interests


(151
)


3,605Total equity


1,176



73,776Total liabilities and shareowners equity

$
357,324


$
520,277    63




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
 CONSOLIDATED
    STATEMENTS OF OPERATIONS(In thousands, except per share
    data)  Year Ended December 31,2009


2008


2007REVENUEManagement services

$
274,684


$
253,664


$
16,365Transaction services


173,394



240,250



35,522Investment management


57,282



101,581



149,651Rental related


30,285



33,284



28,119Total revenue


535,645



628,779



229,657OPERATING EXPENSECompensation costs


469,538



503,004



104,109General and administrative


80,078



99,829



42,860Provision for doubtful accounts


24,768



19,831



1,391Depreciation and amortization


12,324



16,028



9,321Rental related


21,287



21,377



20,839Interest


15,446



14,207



10,818Merger related costs






14,732



6,385Real estate related impairments


17,372



59,114



Goodwill and intangible asset impairment


738



181,285



Total operating expense


641,551



929,407



195,723OPERATING (LOSS) INCOME


(105,906
)


(300,628
)


33,934OTHER (EXPENSE) INCOMEEquity in (losses) earnings of unconsolidated entities


(1,148
)


(13,311
)


2,029Interest income


555



902



2,996Gain on extinguishment of debt


21,935







Other


404



(6,458
)


(465
)Total other income (expense)


21,746



(18,867
)


4,560(Loss) income from continuing operations before income tax
    (provision) benefit


(84,160
)


(319,495
)


38,494Income tax benefit (provision)


1,175



827



(14,753
)(Loss) income from continuing operations


(82,985
)


(318,668
)


23,741DISCONTINUED OPERATIONSLoss from discontinued operations  net of taxes


(4,956
)


(24,278
)


(960
)Gain on disposal of discontinued operations  net of
    taxes


7,442



357



252Total income (loss) from discontinued operations


2,486



(23,921
)


(708
)NET (LOSS) INCOME


(80,499
)


(342,589
)


23,033Net (loss) income attributable to non-controlling interests


(1,661
)


(11,719
)


1,961NET (LOSS) INCOME ATTRIBUTABLE TO GRUBB & ELLIS
    COMPANY


(78,838
)


(330,870
)


21,072Preferred stock dividends


(1,770
)






Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(80,608
)

$
(330,870
)

$
21,072Basic (loss) earnings per share(Loss) income from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.31
)

$
(4.83
)

$
0.55Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners


0.04



(0.38
)


(0.02
)Net (loss) earnings per share attributable to Grubb &
    Ellis Company common shareowners

$
(1.27
)

$
(5.21
)

$
0.53Diluted (loss) earnings per share(Loss) income from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.31
)

$
(4.83
)

$
0.55Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners


0.04



(0.38
)


(0.02
)Net (loss) earnings per share attributable to Grubb &
    Ellis Company common shareowners

$
(1.27
)

$
(5.21
)

$
0.53Basic weighted average shares outstanding


63,645



63,515



38,652Diluted weighted average shares outstanding


63,645



63,515



38,653    64




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED STATEMENTS OF SHAREOWNERS
    EQUITY
 (In
    thousands)
  Accumulated


(Accumulated


Total Grubb &Additional


Other


Deficit)


Ellis Company


Non-Common Stock


Paid-In


Comprehensive


Retained


Shareowners


Controlling


TotalShares


Amount


Capital


Loss


Earnings


Equity


Interests


EquityBalance as of December 31, 2006


37,282


$
373


$
212,685


$
(26
)

$
4,093


$
217,125


$
7,551


$
224,676Dividends declared


















(14,373
)


(14,373
)






(14,373
)Vesting of share-based compensation










9,027











9,027







9,027Common stock for merger transaction


26,196



262



171,953











172,215







172,215Issuance of restricted shares to directors, officers and
    employees


1,450



14















14







14Cancellation of non-vested restricted shares


(103
)


(1
)














(1
)






(1
)Contributions from noncontrolling interests


























42,061



42,061Distributions to noncontrolling interests


























(2,866
)


(2,866
)Deconsolidation of sponsored programs


























(19,419
)


(19,419
)Compensation expense on profit sharing arrangements


























1,999



1,999Distribution to a noncontrolling interest in consolidated entity


























(1,391
)


(1,391
)Change in unrealized loss on marketable securities, net of taxes














(1,023
)






(1,023
)






(1,023
)Net income


















21,072



21,072



1,961



23,033Comprehensive income






















20,049



1,961



22,010Balance as of December 31, 2007


64,825


$
648


$
393,665


$
(1,049
)

$
10,792


$
404,056


$
29,896


$
433,952Dividends declared


















(13,395
)


(13,395
)






(13,395
)Vesting of share-based compensation










11,248







210



11,458







11,458Repurchase of common stock


(532
)


(5
)


(1,835
)










(1,840
)






(1,840
)Issuance of restricted shares to directors, officers and
    employees


1,552



15



(15
)


















Issuance of stock to directors, officers and employees related
    to equity compensation awards


77



1



378











379







379Cancellation of non-vested restricted shares


(539
)


(5
)


(75
)










(80
)






(80
)Contributions from noncontrolling interests


























15,084



15,084Distributions to noncontrolling interests


























(4,093
)


(4,093
)Deconsolidation of sponsored programs


























(27,441
)


(27,441
)Compensation expense on profit sharing arrangements


























1,878



1,878Change in unrealized loss on marketable securities, net of taxes










(586
)


1,049







463







463Net loss


















(330,870
)


(330,870
)


(11,719
)


(342,589
)Comprehensive loss






















(330,407
)


(11,719
)


(342,126
)Balance as of December 31, 2008


65,383



654



402,780







(333,263
)


70,171



3,605



73,776Vesting of share-based compensation










10,878











10,878







10,878Issuance of warrants










534











534







534Preferred dividend declared










(1,770
)










(1,770
)






(1,770
)Issuance of restricted shares to directors, officers and
    employees


2,712



27



(27
)


















Cancellation of non-vested restricted shares


(743
)


(7
)


(191
)










(198
)






(198
)Contributions from noncontrolling interests


























5,559



5,559Distributions to noncontrolling interests


























(1,689
)


(1,689
)Deconsolidation of sponsored programs


























(5,517
)


(5,517
)Compensation expense on profit sharing arrangements










550











550



(448
)


102Net loss


















(78,838
)


(78,838
)


(1,661
)


(80,499
)Comprehensive loss






















(78,838
)


(1,661
)


(80,499
)Balance as of December 31, 2009


67,352


$
674


$
412,754


$



$
(412,101
)

$
1,327


$
(151
)

$
1,176    65




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Year Ended December 31,2009


2008


2007RestatedCASH FLOWS FROM OPERATING ACTIVITIESNet (loss) income

$
(80,499
)

$
(342,589
)

$
23,033Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Loss on sale of real estate


1,073







Equity in (earnings) losses of unconsolidated entities


1,148



13,311



(2,029
)Depreciation and amortization (including amortization of signing
    bonuses)


17,999



28,961



8,652Loss on disposal of property, equipment and leasehold
    improvements


80



494



861Goodwill and intangible asset impairment


738



181,285



Impairment of real estate


23,984



90,351



Share-based compensation


10,878



11,705



9,041Compensation expense on profit sharing arrangements


102



1,878



1,999Amortization/write-off of intangible contractual rights


251



1,179



3,133Amortization of deferred financing costs


2,213



1,006



1,713Gain on extinguishment of debt


(35,253
)






(Gain) loss on sale of marketable equity securities


(460
)


7,215



(184
)Deferred income taxes


1,107



(3,784
)


(7,109
)Allowance for uncollectible accounts


10,714



13,319



806Loss on write-off of real estate deposits, pre-acquisition costs
    and advances to related parties


446



2,415



Other operating noncash gains (losses)






2,267



8Changes in operating assets and liabilities:Accounts receivable from related parties


7,596



6,481



6,018Prepaid expenses and other assets


(1,603
)


(28,945
)


(36,295
)Accounts payable and accrued expenses


(5,479
)


(19,915
)


15,884Other liabilities


(6,824
)


(263
)


8,012Net cash (used in) provided by operating activities


(51,789
)


(33,629
)


33,543CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment


(2,881
)


(4,407
)


(3,331
)Tenant improvements and capital expenditures


(2,531
)






Purchases of marketable equity securities


(3,860
)


(997
)


(30,732
)Proceeds from sale of marketable equity securities






2,653



22,870Advances to related parties


(4,171
)


(13,173
)


(39,112
)Proceeds from repayment of advances to related parties


2,323



20,043



117,496Payments to related parties


(180
)


(882
)


(2,704
)Origination of notes receivable from related parties






(15,100
)


(39,300
)Proceeds from repayment of notes receivable from related parties






13,600



41,700Investments in unconsolidated entities


(566
)


(29,163
)


(9,076
)Sale of
    tenant-in-common
    interests in unconsolidated entities










20,466Distributions of capital from unconsolidated entities


752



914



1,256Acquisition of businesses  net of cash acquired










339Acquisition of properties






(122,163
)


(605,126
)Proceeds from sale of properties


93,471







92,945Real estate deposits and pre-acquisition costs


(199
)


(59,780
)


(50,202
)Proceeds from collection of real estate deposits and
    pre-acquisition costs


4,717



118,835



49,427Change in restricted cash


(318
)


13,290



(53,825
)Net cash provided by (used in) investing activities


86,557



(76,330
)


(486,909
)  66




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Year Ended December 31,2009


2008


2007RestatedCASH FLOWS FROM FINANCING ACTIVITIESAdvances on line of credit


15,206



55,000



Repayment of advances on line of credit


(56,271
)






(30,000
)Borrowings on notes payable and capital lease obligations


1,417



103,339



547,015Repayments of notes payable and capital lease obligations


(79,394
)


(56,386
)


(143,848
)Financing costs


(1,801
)


(2,412
)


(1,460
)Proceeds from issuance of senior notes


5,000







6,015Net proceeds from issuance of preferred stock


85,080







Net proceeds from issuance of common stock






52



Repurchase of common stock






(1,840
)


Dividends paid to common shareowners






(15,128
)


(16,449
)Dividends paid to preferred shareowners


(1,770
)






Contributions from noncontrolling interests


5,959



15,084



42,061Distributions to noncontrolling interests


(2,078
)


(4,093
)


(2,866
)Net cash (used in) provided by financing activities


(28,652
)


93,616



400,468NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


6,116



(16,343
)


(52,898
)Cash and cash equivalents  beginning of year


32,985



49,328



102,226Cash and cash equivalents  end of year

$
39,101


$
32,985


$
49,328SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid during the period for:Interest

$
15,431


$
21,089


$
10,148Income taxes

$
1,298


$
2,151


$
22,622SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIESIssuance of warrants

$
534


$



$
Accrual for tenant improvements, lease commissions and capital
    expenditures

$
236


$
739


$
814Equipment acquired with capital lease obligations

$
2,270


$
52


$
541Dividends accrued

$



$



$
1,733Deconsolidation of assets related to properties or properties
    held by variable interest entities

$
20,356


$
301,656


$
372,674Deconsolidation of liabilities related to properties or
    properties held by variable interest entities

$
33,674


$
222,448


$
269,732Deconsolidation of sponsored mutual fund

$
5,141


$



$
Assets acquired in acquisition

$



$



$
462,730Liabilities assumed in acquisition

$



$



$
259,659    67




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
  1.
    ORGANIZATION    tenant-in-common
    Adjustments
    to the Consolidated Statement of Cash Flows
   68




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2009As Previously(In thousands)

Reported

Adjustments

As AmendedCASH FLOWS FROM OPERATING ACTIVITIESLoss on sale of real estate

$
(12,245
)

$
13,318


$
1,073Gain on extinguishment of debt


(32,111
)


(3,142
)


(35,253
)Net cash used in operating activities


(61,965
)


10,176



(51,789
)CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


10,339



(10,657
)


(318
)Net cash provided by investing activities


97,214



(10,657
)


86,557CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on notes payable and capital lease obligations


936



481



1,417Net cash used in financing activities


(29,133
)


481



(28,652
)SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIESDeconsolidation of assets related to properties or properties
    held by variable interest entities


9,699



10,657



20,356Deconsolidation of liabilities related to properties or
    properties held by variable interest entities


23,017



10,657



33,674     2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation and Principles of
    Consolidation
    Use of Estimates
 69




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reclassifications
  Cash and cash equivalents 
  Restricted Cash 
  Marketable Securities
  other-than-temporary
  Accounts Receivable from Related Parties
  Allowance for Uncollectible Receivables
  Real Estate Deposits and Pre-acquisition
    Costs
 70




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    the costs are directly identifiable with the specific property;
    the costs would be capitalized if the property were already
    acquired; and
    acquisition of the property or an option to acquire the property
    is probable. This condition requires that the Company is
    actively seeking to acquire the property and have the ability to
    finance or obtain financing for the acquisition and that there
    is no indication that the property is not available for sale.  Purchase Price Allocation lease-up
    Identified Intangible Assets
  Properties Held for Investment
 71




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Properties Held for Sale
    Property, Equipment and Leasehold
    Improvements
  Impairment of Long-Lived Assets lease-up
  non-amortizing
 72




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
  Management
    Services
  on-site
  Transaction
    Services
   73




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investment
    Management
        Professional Service Contracts
  Fair Value of Financial Instruments
 74




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
        Quoted Prices inActive Markets

Significant Other

Significantfor Identical

Observable

Unobservable

TotalDecember 31,

Assets

Inputs

Inputs

Impairment(In thousands)

2009

Level 1

Level 2

Level 3

LossesAssetsInvestments in marketable equity securities

$
690


$
690


$



$



$
Properties held for investment

$
82,189


$



$



$
82,189


$
(7,050
)Investments in unconsolidated entities

$
3,783


$



$



$
3,783


$
(3,201
)Life insurance contracts

$
1,044


$



$
1,044


$



$
  75




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quoted Prices inActive Markets

Significant Other

Significantfor Identical

Observable

Unobservable

TotalDecember 31,

Assets

Inputs

Inputs

Impairment(In thousands)

2008

Level 1

Level 2

Level 3

LossesAssetsInvestments in marketable equity securities

$
1,510


$
1,510


$



$



$
Properties held for investment

$
88,699


$



$



$
88,699


$
(41,160
)Investments in unconsolidated entities

$
8,733


$



$



$
8,733


$
(982
)Life insurance contracts

$
1,085


$



$
1,085


$



$
   Share-based Compensation
  (Loss) earnings per share
  Concentration of Credit Risk
  Accrued Claims and Settlements
  Guarantees
 76




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income Taxes
    Comprehensive Income (Loss)
  Segment Disclosure
  Derivative Instruments and Hedging Activities
  Recently
    Issued Accounting Pronouncements
   77




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3.
    MARKETABLE
    SECURITIES  available-for-sale available-for-sale
  available-for-sale
  As of December 31, 2009Gross Unrealized(In thousands)

Historical Cost


Gains


Losses


Market ValueMarketable equity securities

$
543


$



$



$
543     Investments
    in Limited Partnerships
   78




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        As of December 31, 2009


As of December 31, 2008Gross


Fair











FairHistorical


Unrealized


Market


Historical


Gross Unrealized


Market(In thousands)

Cost


Gains


Losses


Value


Cost


Gains


Losses


ValueEquity securities

$
170


$



$
(23
)

$
147


$
1,933


$
12


$
(435
)

$
1,510   For The Year Ended


For The Year EndedDecember 31, 2009


December 31, 2008Realized


Unrealized








Realized


UnrealizedInvestment


Gains


Gains





Investment


Gains


Gains(In thousands)

Income


(Losses)


(Losses)


Total


Income


(Losses)


(Losses)


TotalEquity securities

$
206


$
(191
)

$
651


$
666


$
307


$
(5,454
)

$
841


$
(4,306
)Less investment expenses


(26
)










(26
)


(283
)










(283
)$
180


$
(191
)

$
651


$
640


$
24


$
(5,454
)

$
841


$
(4,589
)   For The Year EndedDecember 31, 2007Realized


UnrealizedInvestment


Gains


Gains(In thousands)

Income


(Losses)


(Losses)


TotalEquity securities

$
163


$
(185
)

$
(618
)

$
(640
)Less investment expenses


(40
)










(40
)$
123


$
(185
)

$
(618
)

$
(680
)  79




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    RELATED
    PARTIES    Accounts
    Receivable
    December 31,2009


2008(In thousands)Accrued property and asset management fees

$
21,564


$
25,023Accrued lease commissions


7,449



7,720Other accrued fees


2,200



3,372Accounts receivable from sponsored REITs


3,696



4,768Accrued real estate acquisition fees


697



1,834Other receivables


162



647Total


35,768



43,364Allowance for uncollectible receivables


(10,990
)


(9,662
)Accounts receivable from related parties  net


24,778



33,702Less portion classified as current


(9,169
)


(22,630
)Non-current portion

$
15,609


$
11,072   Advances
    to Related Parties
    December 31,2009


2008(In thousands)Advances to properties of related parties

$
16,022


$
14,714Advances to related parties


12,280



12,037Total


28,302



26,751Allowance for uncollectible advances


(12,676
)


(3,170
)Advances to related parties  net


15,626



23,581Less portion classified as current


(1,019
)


(12,082
)Non-current portion

$
14,607


$
11,499      80




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               81




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    SERVICE
    FEES RECEIVABLE, NET    December 31,2009


2008(In thousands)Management services fees receivable

$
14,729


$
12,794Transaction services fees receivable


11,436



15,239Investment management fees receivable


5,275



Allowance for uncollectible accounts


(751
)


(871
)Total


30,689



27,162Less portion classified as current


(30,293
)


(26,987
)Non-current portion (included in other assets)

$
396


$
175   6.
    PROFESSIONAL
    SERVICE CONTRACTS    7.
    VARIABLE
    INTEREST ENTITIES       82




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    INVESTMENTS
    IN UNCONSOLIDATED ENTITIES     83




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    PROPERTY,
    EQUIPMENT AND LEASEHOLD IMPROVEMENTS    December 31,Useful Life

2009


2008(In thousands)Computer equipment

3-5 years

$
30,161


$
31,115Capital leases

1-5 years


3,836



1,566Furniture and fixtures

7 years


26,060



25,094Leasehold improvements

1-5 years


8,921



7,834Total




68,978



65,609Accumulated depreciation and amortization




(55,788
)


(51,589
)Property and equipment  net



$
13,190


$
14,020     10.
    BUSINESS
    COMBINATIONS AND GOODWILL  Merger
    of Grubb & Ellis Company with NNN
      5-year
   84




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Current assets

$
189,214Other assets


29,797Identified intangible assets acquired


86,600Goodwill


107,507Total assets


413,118Current liabilities


233,894Other liabilities


7,022Total liabilities


240,916Total purchase price

$
172,202       Acquisition
    of NNN/ROC Apartment Holdings, LLC
    Acquisition
    of Alesco Global Advisors, LLC
   85




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    information (unaudited)
    UnauditedPro FormaResultsFor The YearEndedDecember 31,2007(In thousands, except per share
    data)Revenue

$
733,095Loss from continuing operations

$
(790
)Net income

$
18,930Basic earnings per share

$
0.29Weighted average shares outstanding for basic earnings per share


63,393Diluted earnings per share

$
0.29Weighted average shares outstanding for diluted earnings per
    share


64,785   Goodwill
  Transaction


Management


Investment


GoodwillServices


Services


Management


Unassigned


Total(In thousands)Balance as of December 31, 2006

$



$



$
60,183


$



$
60,183Goodwill acquired










1,627







1,627Goodwill acquired  unassigned(1)














107,507



107,507Balance as of December 31, 2007










61,810



107,507



169,317Goodwill assigned


41,098



6,902



59,507



(107,507
)


Goodwill acquired


1,533



98



1,724







3,355Impairment charge off


(42,631
)


(7,000
)


(123,041
)






(172,672
)Balance as of December 31, 2008

$



$



$



$



$
     (1)
    
    The fair values of the assets and liabilities recorded on the
    date of acquisition related to the Merger were preliminary and
    subject to refinement as additional valuation information was
    received. The goodwill recorded in connection with the
    acquisition was assigned to the individual reporting units
    pursuant to the requirements of the Intangibles 
    Goodwill and Other Topic during the year ended December 31,
    2008. As of December 31, 2009, approximately
    $6.9 million of goodwill is expected to be deductible for
    tax purposes.   86




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    PROPERTY
    ACQUISITIONS  Acquisition
    of Properties for TIC Sponsored Programs
    12.
    IDENTIFIED
    INTANGIBLE ASSETS    December 31,(In thousands)

Useful Life

2009


2008Non-amortizing
    intangible assets:Trade name

Indefinite

$
64,100


$
64,100Amortizing intangible assets:Contract rightsContract rights, established for the legal right to future
    disposition fees of a portfolio of real estate properties under
    contract

Amortize per disposition
    transactions


11,186



11,924Accumulated amortization  contract rights




(4,701
)


(4,700
)Contract rights, net




6,485



7,224Other identified intangible assetsAffiliate agreements

20 years


10,600



10,600Customer relationships

5 to 7 years


5,400



5,436Internally developed software

4 years


6,200



6,200Customer backlog

1 year






300Other contract rights

5 to 7 years


1,164



1,418Non-compete and employment agreements

3 to 4 years


97



9723,461



24,051Accumulated amortization




(6,686
)


(3,848
)Other identified intangible assets, net




16,775



20,203Identified intangible assets of properties held for
    investment:In place leases and tenant relationships

1 to 104 months


11,510



11,807Above market leases

1 to 92 months


2,364



2,36413,874



14,171Accumulated amortization




(6,282
)


(5,067
)Identified intangible assets of properties held for investment,
    net




7,592



9,104Total identified intangible assets, net



$
94,952


$
100,631  87




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      non-amortizing
 (Inthousands)2010

$
4,9822011


4,4582012


2,5202013


2,0142014


1,611Thereafter


8,782$
24,367   13.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,2009


2008(In thousands)Accrued liabilities

$
11,744


$
11,502Salaries and related costs


14,592



13,643Accounts payable


17,864



14,323Broker commissions


8,807



14,002Bonuses


7,797



9,741Property management fees and commissions due to third parties


2,063



2,940Severance






2,957Interest






651Other






463Total

$
62,867


$
70,222  88




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    NOTES PAYABLE
    AND CAPITAL LEASE OBLIGATIONS    December 31,2009


2008(In thousands)Mortgage debt payable to a financial institution collateralized
    by real estate held for investment. Fixed interest rate of 6.29%
    per annum as of December 31, 2009. The note is non-recourse
    up to $60 million with a $10 million recourse
    guarantee and matures in February 2017. As of December 31,
    2009, note requires monthly interest-only payments

$
70,000


$
70,000Mortgage debt payable to financial institution collateralized by
    real estate held for investment. Fixed interest rate of 6.32%
    per annum as of December 31, 2009. The non-recourse note
    matures in August 2014. As of December 31, 2009, note
    requires monthly interest-only payments


37,000



37,000Capital lease obligations


1,694



536Total


108,694



107,536Less portion classified as current


(939
)


(333
)Non-current portion

$
107,755


$
107,203     (In thousands)2010

$
1,0432011


7512012


632013


2014


37,000Thereafter


70,000Less imputed interest attributed to capital lease obligations


(163
)$
108,694    89




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    NOTES PAYABLE
    OF PROPERTIES HELD FOR SALE    December 31,2009


2008(In thousands)Mortgage debt payable to a financial institution collateralized
    by real estate held for sale. The non-recourse mortgage note
    charged variable interest rate based on the higher of LIBOR plus
    3.00% or 6.00%. The notes required monthly interest-only
    payments and matured on July 9, 2009. On December 21,
    2009 the Company entered into a loan modification agreement
    regarding these notes pursuant to which the notes were
    deconsolidated from these financial statements as further
    described in Note 18

$



$
108,677Unsecured notes payable to third-party investors with fixed
    interest at 6.00% per annum and matured in December 2011.
    Principal and interest payments were due quarterly. The notes
    were repaid in April 2009






282Total

$



$
108,959     16.
    LINE OF
    CREDIT      17.
    SENIOR
    NOTES   90




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  pari passu
    Date

Maturity

December 31,

Current

CallOwnership

Subsidiary

Issued

Date

2009

2009

Rate

Date(In thousands)100%

Senior Notes Program

08/01/2006

08/01/2011

$
16,277


$
16,277



8.75
%


N/A   18.
    PROPERTIES
    HELD FOR SALE AND DISCONTINUED OPERATIONS    December 31,


December 31,2009


2008(In thousands)Restricted cash

$



$
23,459Properties held for sale including investments in unconsolidated
    entities






78,708Identified intangible assets and other assets






25,747Total assets

$



$
127,914Notes payable of properties held for sale including investments
    in unconsolidated entities

$



$
108,959Liabilities of properties held for sale






9,257Total liabilities

$



$
118,216   , lease-up
   91




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
         92




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
  Year Ended December 31,2009


2008


2007(In thousands)Rental income

$
10,103


$
23,325


$
10,471Rental expense


(8,779
)


(16,182
)


(5,210
)Depreciation and amortization






(8,030
)


(417
)Interest expense (including amortization of deferred financing
    costs)


(2,867
)


(7,522
)


(6,442
)Real estate related impairments


(6,612
)


(31,237
)


Tax benefit


3,199



15,368



638Loss from discontinued operationsnet of taxes


(4,956
)


(24,278
)


(960
)Gain on disposal of discontinued operationsnet of taxes ($4.8 million, $0.2 million and
    $0.2 million for the years ended December 31, 2009,
    2008 and 2007, respectively)


7,442



357



252Total income (loss) from discontinued operations

$
2,486


$
(23,921
)

$
(708
)   19.
    PREFERRED
    STOCK     93




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 94




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             95




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    COMMITMENTS
    AND CONTINGENCIES  Operating Leases
      (Inthousands)2010

$
24,5802011


21,8292012


19,4942013


13,8992014


8,898Thereafter


15,510$
104,210     Operating Leases  Other 10-year
  RentalRelatedExpense(In thousands)2010

$
10,7662011


10,9422012


10,9422013


10,9422014


10,942Thereafter


8,852$
63,386      96




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10-year
  (In thousands)2010

$
4,4742011


4,4742012


4,4742013


4,4742014


4,405Thereafter


113$
22,414       TIC Program Exchange Provision 
    Capital Lease Obligations
 97




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  General 
  Guarantees
    December 31,2009

2008(In thousands)Non-recourse/carve-out guarantees of debt of properties under
    management(1)

$
3,416,849


$
3,372,007Non-recourse/carve-out guarantees of the Companys debt(1)

$
97,000


$
97,000Recourse guarantees of debt of properties under management

$
33,898


$
42,426Recourse guarantees of the Companys debt(2)

$
10,000


$
10,000     (1)
    
    A non-recourse/carve-out guarantee imposes personal
    liability on the guarantor in the event the borrower engages in
    certain acts prohibited by the loan documents. Each non-recourse
    carve-out guarantee is an individual document entered into with
    the mortgage lender in connection with the purchase or refinance
    of an individual property. While there is not a standard
    document evidencing these guarantees, liability under the
    non-recourse carve-out guarantees generally may be triggered by,
    among other things, any or all of the following:  
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents;
    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan
    documents; and
    the breach of any obligations set forth in an environmental or
    hazardous substances indemnification agreement from borrower.   98




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (2)
    
    In addition to the $10.0 million principal guarantee, the
    Company has guaranteed any shortfall in the payment of interest
    on the unpaid principal amount of the mortgage debt on one owned
    property.    Investment Program Commitments
  Environmental Obligations
  Real Estate Licensing
  Alesco Seed Capital
 99




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred Compensation Plan 
    21.
    EARNINGS
    (LOSS) PER SHARE       100




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007(In thousands, except per share
    amounts)Numerator for earnings per share  basic:(Loss) income from continuing operations

$
(82,985
)

$
(318,668
)

$
23,741Less: Net loss (income) attributable to noncontrolling interests


1,661



11,719



(1,961
)Less: Preferred dividends


(1,770
)






Less: Income allocated to participating shareowners










(465
)(Loss) income from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(83,094
)

$
(306,949
)

$
21,315Income (loss) from discontinued operations

$
2,486


$
(23,921
)

$
(708
)Less: Income allocated to participating security holders










Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
2,486


$
(23,921
)

$
(708
)Income (loss) attributable to Grubb & Ellis Company

$
(78,838
)

$
(330,870
)

$
21,072Less: Preferred dividends


(1,770
)






Less: Income allocated to participating security holders










(465
)Net income (loss) attributable to Grubb & Ellis
    Company common shareowners

$
(80,608
)

$
(330,870
)

$
20,607Denominator for earnings per share  basic:Weighted-average number of common shares outstanding


63,645



63,515



38,652Earnings per share  basic:(Loss) income from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.31
)

$
(4.83
)

$
0.55(Loss) income from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
0.04


$
(0.38
)

$
(0.02
)(Loss) income per share attributable to Grubb & Ellis
    Company common shareowners

$
(1.27
)

$
(5.21
)

$
0.53Earnings per share  diluted(1):(Loss) income from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.31
)

$
(4.83
)

$
0.55(Loss) income from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
0.04


$
(0.38
)

$
(0.02
)(Loss) income per share attributable to Grubb & Ellis
    Company common shareowners

$
(1.27
)

$
(5.21
)

$
0.53Total participating shareowners:(as of the end of the period used to allocate earnings)Preferred shares (as if converted to common shares)


58,527







Unvested restricted stock


3,601



2,014



1,432Unvested phantom stock


5,523



5,337



Total participating shares


67,651



7,351



1,432Total common shares outstanding


63,784



63,369



63,393  101




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Outstanding non-vested restricted stock and options to purchase
    shares of common stock and restricted stock, the effect of which
    would be anti-dilutive, were approximately 4.1 million,
    3.1 million and 2.0 million shares as of
    December 31, 2009, 2008 and 2007, respectively. These
    shares were not included in the computation of diluted earnings
    per share because an operating loss was reported or the option
    exercise price was greater than the average market price of the
    common shares for the respective periods. In addition, excluded
    from the calculation of diluted weighted-average common shares
    as of December 31, 2009 and 2008 were approximately
    5.6 million and 5.2 million phantom shares,
    respectively, that may be awarded to employees related to the
    deferred compensation plan.  22.
    OTHER
    RELATED PARTY TRANSACTIONS  Offering Costs and Other Expenses Related to Public
    Non-traded REITs
     102




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Management Fees
  Other Related Party
         103




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Kojaian Management Corporation, an affiliate of C. Michael
    Kojaian, purchased $10 million of 12% Preferred Stock
    (effected by the conversion of the $5.0 million principal
    balance of the Note with the Company into 12% Preferred Stock
    and the purchase of an additional $5.0 million of 12%
    Preferred Stock)
    Thomas P. DArcy purchased $500,000 of 12% Preferred Stock
    Devin I. Murphy purchased $100,000 of 12% Preferred Stock
    Rodger D. Young purchased $50,000 of 12% Preferred Stock
    Andrea R. Biller purchased $100,000 of 12% Preferred Stock
    Jeffrey T. Hanson purchased $25,000 of 12% Preferred Stock
    Richard W. Pehlke purchased $50,000 of 12% Preferred Stock
    Jacob Van Berkel purchased $25,000 of 12% Preferred Stock
    other employees who are not NEOs purchased an aggregate of
    $1,135,000 of 12% Preferred Stock  23.
    EMPLOYEE
    BENEFIT PLANS  Share-Based
    Incentive Plans
    2006 Omnibus Equity Plan 
   104




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-Qualified Stock Options.
        Weighted-AverageRemaining


Weighted-AverageWeighted-Average


Contractual


Grant DateNumber of


Exercise Price


Term


Fair ValueShares


per Share


(In Years)


per ShareOptions outstanding as of December 31, 2006


180,400


$
11.36



9.87


$
4.16Options granted


610,940


$
11.36






$
3.61Options forfeited or expired


(140,800
)

$
11.36






$
3.78Options converted and vested related to acquired company


1,105,219


$
7.06






$
3.60Options outstanding as of December 31, 2007


1,755,759


$
8.65



6.14


$
3.65Options exercised


(76,666
)

$
6.53






$
4.23Options forfeited or expired


(601,918
)

$
10.74






$
2.12Options outstanding as of December 31, 2008


1,077,175


$
7.76



6.79


$
4.51Options forfeited or expired


(607,429
)

$
5.67






$
3.31Options outstanding as of December 31, 2009


469,746


$
10.46



6.55


$
3.78Options vested and exercisable as of December 31, 2009


364,470


$
10.20



6.40


$
3.83Options expected to vest as of December 31, 2009


105,276


$
11.36



7.06


$
3.61Options vested and expected to vest as of December 31, 2009


469,746


$
10.46



6.55


$
3.78     The Compensation 
 105




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2007Exercise price

$
8.59Expected term (in years)


5.0Risk-free interest rate


3.97
%Expected volatility


81.79
%Expected dividend yield


4.1
%Fair value at date of grant

$
3.61     Restricted Stock.
    Weighted-AverageGrant DateNumber of


Fair ValueShares


per ShareNon vested shares outstanding as of December 31, 2006


541,200


$
10.83Shares issued upon merger


40,000


$
12.49Shares issued


1,409,372


$
10.31Shares vested


(456,133
)

$
10.78Shares forfeited


(102,667
)

$
10.89Non vested shares outstanding as of December 31, 2007


1,431,772


$
10.37Shares issued


1,552,227


$
3.06Shares vested


(455,195
)

$
10.65Shares forfeited


(514,792
)

$
9.79Non vested shares outstanding as of December 31, 2008


2,014,012


$
4.95Shares issued(1)


2,711,565


$
1.26Shares vested


(612,077
)

$
6.61Shares forfeited


(512,598
)

$
2.10Non vested shares outstanding as of December 31, 2009


3,600,902


$
2.29  106




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Amount includes 2,000,000 restricted shares of the
    Companys common stock that were awarded on
    November 16, 2009 to Thomas P. DArcy, the
    Companys President and Chief Executive Officer. 1,000,000
    of the restricted shares awarded to Mr. DArcy are
    subject to vesting over 3 years in equal annual increments
    of 1/3 each, commencing on the day immediately preceding the
    1 year anniversary of the grant date (November 16,
    2009). The other 1,000,000 restricted shares are subject to
    vesting based upon the market price of the Companys common
    stock during the 3 year period beginning November 16,
    2009. Specifically, (i) in the event that for any 30
    consecutive trading days during the 3 year period
    commencing November 16, 2009 the volume weighted average
    closing price per share of the Companys common stock is at
    least $3.50, then 50% of such restricted shares shall vest, and
    (ii) in the event that for any 30 consecutive trading days
    during the 3 year period commencing November 16, 2009
    the volume weighted average closing price per share of the
    Companys common stock is at least $6.00, then the
    remaining 50% of such restricted shares shall vest.    Term

Up to 3 yearsRisk free rate

1.34%Volatility

117%Dividend yield

0.0%Stock price on date of grant

$1.52       Other Equity Awards
   107




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        401k Plan
  Deferred
    Compensation Plan
     108




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      24.
    INCOME
    TAXES    Year Ended December 31,(In thousands)

2009


2008


2007Current:Federal

$
(1,431
)

$
(10,981
)

$
16,991State


163



(1,891
)


3,195(1,268
)


(12,872
)


20,186Deferred:Federal


96



17,367



(4,886
)State


(3
)


(5,322
)


(547
)93



12,045



(5,433
)$
(1,175
)

$
(827
)

$
14,753      109




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year Ended December 31,(In thousands)

2009


2008


2007Federal income taxes at the statutory rate

$
(28,875
)

$
(107,721
)

$
12,792State income taxes, net of federal benefit


(3,182
)


(5,433
)


1,923Credits


(189
)


(236
)


(250
)Other


7



(235
)


(251
)Non-deductible expenses


528



63,121



460Change in valuation allowance


30,536



49,677



79Provision (benefit) for income taxes

$
(1,175
)

$
(827
)

$
14,753  110




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In thousands)

December 31, 2009


December 31, 2008Share-based compensation

$
9,914


$
5,673Allowance for bad debts


9,990



3,764Intangible assets


(40,233
)


(41,039
)Prepaid service contracts


(1,020
)


(1,055
)Property and equipment


3,042



3,523Insurance and legal reserve


1,984



1,449Real estate impairments


32,049



40,139Put option guarantee


6,038



5,002Other


1,479



6,642Capital losses


2,528



2,528Net operating losses


34,492



9,200Net deferred tax assets before valuation allowance


60,263



35,826Valuation allowance


(85,740
)


(55,204
)Net deferred tax liabilities:

$
(25,477
)

$
(19,378
)     25.
    SEGMENT
    DISCLOSURE    Management Services
  Transaction Services
  Investment Management
 111




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,(In thousands)

2009


2008


2007Management ServicesRevenue

$
274,684


$
253,664


$
16,365Compensation costs


243,006



225,764



14,574General and administrative


9,397



8,796



869Provision for doubtful accounts


1,472



81



(47
)Segment operating income


20,809



19,023



969Transaction ServicesRevenue


173,394



240,250



35,522Compensation costs


156,672



205,940



27,081General and administrative


33,339



34,727



3,791Provision for doubtful accounts


598



846



103Segment operating (loss) income


(17,215
)


(1,263
)


4,547Investment ManagementRevenue


57,282



101,581



149,651Compensation costs


35,789



36,730



62,454General and administrative


14,605



22,982



38,797Provision for doubtful accounts


22,545



14,392



738Segment operating (loss) income


(15,657
)


27,477



47,662Reconciliation to net loss attributable to Grubb &
    Ellis Company:Total segment operating (loss) income


(12,063
)


45,237



53,178Non-segment:Rental operations, net of rental related expenses


8,245



11,964



28,119Corporate overhead (compensation, general and administrative
    costs)


(56,208
)


(72,463
)


(47,363
)Other operating expenses


(45,880
)


(285,366
)


Other income (expense)


21,746



(18,867
)


4,560(Loss) income from continuing operations before income tax
    benefit (provision)


(84,160
)


(319,495
)


38,494Income tax benefit (provision)


1,175



827



(14,753
)(Loss) income from continuing operations


(82,985
)


(318,668
)


23,741Income (loss) from discontinued operations, net of taxes


2,486



(23,921
)


(708
)Net (loss) income

$
(80,499
)

$
(342,589
)

$
23,033Less: Net (loss) income attributable to noncontrolling interests


(1,661
)


(11,719
)


1,961Net (loss) income attributable to Grubb & Ellis
    Company

$
(78,838
)

$
(330,870
)

$
21,072Segment assets and reconciliation to consolidated balance
    sheets:Management Services

$
45,723


$
50,232


$
14,469Transaction Services


100,662



100,606



141,348Investment Management


60,037



90,047



480,155Total segment assets


206,422



240,885



635,972Corporate assets


150,902



279,392



352,570Total assets

$
357,324


$
520,277


$
988,542  112




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  26.
    SELECTED
    QUARTERLY FINANCIAL DATA (unaudited)  Fiscal Year 2009Quarter EndedMarch 31, 2009


June 30, 2009


September 30, 2009


December 31, 2009(In thousands, except per share
    amounts)Total revenue

$
122,153


$
126,838


$
136,104


$
150,550Operating loss

$
(42,279
)

$
(31,833
)

$
(20,881
)

$
(10,913
)Net (loss) income

$
(43,280
)

$
(32,618
)

$
(21,457
)

$
16,856Net (loss) income attributable to Grubb & Ellis Company

$
(41,502
)

$
(32,808
)

$
(21,359
)

$
16,831Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(41,502
)

$
(32,808
)

$
(21,359
)

$
7,308(Loss) income per share attributable to Grubb & Ellis
    Company common shareowners:Basic 

$
(0.65
)

$
(0.52
)

$
(0.34
)

$
0.11Weighted average common shares outstanding


63,525



63,587



63,628



63,676Diluted 

$
(0.65
)

$
(0.52
)

$
(0.34
)

$
0.11Weighted average common shares outstanding


63,525



63,587



63,628



63,676   Fiscal Year 2008Quarter EndedMarch 31, 2008


June 30, 2008


September 30, 2008


December 31, 2008(In thousands, except per share amounts)Total revenue

$
154,427


$
161,183


$
153,191


$
159,978Operating loss

$
(5,014
)

$
(2,622
)

$
(57,410
)

$
(235,582
)Net (loss) income

$
(6,294
)

$
(5,238
)

$
(62,726
)

$
(268,331
)Net loss attributable to Grubb & Ellis Company

$
(6,298
)

$
(5,380
)

$
(56,282
)

$
(262,910
)Net loss attributable to Grubb & Ellis Company common
    shareowners

$
(6,298
)

$
(5,380
)

$
(56,282
)

$
(262,910
)Loss per share attributable to Grubb & Ellis Company
    common shareowners:Basic 

$
(0.10
)

$
(0.08
)

$
(0.88
)

$
(4.15
)Weighted average common shares outstanding


63,521



63,600



63,601



63,388Diluted 

$
(0.10
)

$
(0.08
)

$
(0.88
)

$
(4.15
)Weighted average common shares outstanding


63,521



63,600



63,601



63,388  113




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    27.
    SUBSEQUENT
    EVENTS   114




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of disclosure controls and procedures
    Rule 13a-15(e) 15d-15(e)
  Remediation
    of Previous Material Weaknesses
    
    The control environment did not adequately address communication
    of agreements to Legal and Accounting. As a result, the Company
    failed to identify, appropriately account for, and adequately
    disclose certain agreements entered into by NNN prior to the
    Merger.
    The Company did not maintain internal controls with regard to
    properly evaluating the revenue recognition related to a number
    of
    tenant-in-common
    investment programs.    
    Restructured the Finance and Accounting functions and engaged
    additional resources with the appropriate depth of experience
    for our Finance and Accounting departments
    Updated accounting policies and procedures to ensure that
    accounting personnel have sufficient guidance to remediate
    previously communicated weaknesses and to appropriately account
    for transactions
    Implemented a required legal and accounting review prior to
    execution of investor agreements
    Enhanced executive and senior management certifications to
    specifically address disclosure and communication of all known
    agreements
    Enhanced management communications to address acceptable
    transactions and authorization requirements   115




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##### Table of Contents



Managements
    Report on Internal Control over Financial
    Reporting
    Form 10-K/A
  Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   116




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
 PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Information
    about the Directors
    Thomas P. DArcy
    
    50, has served as the President and Chief Executive Officer and
    as a director of the Company since November 16, 2009.
    Mr. DArcy has been since April 2008 and is currently
    the non-executive chairman of the board of directors of Inland
    Real Estate Corporation (NYSE: IRC), where he has also been an
    independent director since 2005. Mr. DArcy has over
    20 years of experience acquiring, developing and financing
    all forms of commercial and residential real estate. He is
    currently a principal in Bayside Realty Partners, a private real
    estate company focused on acquiring, renovating and developing
    land and income producing real estate primarily in the New
    England area. From 2001 to 2003, Mr. DArcy was
    president and chief executive officer of Equity Investment
    Group, a private real estate company owned by an investor group
    which included The Government of Singapore, The Carlyle Group
    and Northwestern Mutual Life Insurance Company. Prior to his
    tenure with Equity Investment Group, Mr. DArcy was
    the chairman of the board, president and chief executive officer
    of Bradley Real Estate, Inc., a Boston-based real estate
    investment trust traded on the NYSE, from 1989 to 2000.
    Mr. DArcy is a graduate of Bates College.C. Michael Kojaian
    
    48, has served as a director of the Company since December 1996.
    He served as the Chairman of the Board of Directors of the
    Company from June 2002 until December 7, 2007 and has
    served as the Chairman of the Board of Directors of the Company
    since January 6, 2009. He has been the President of Kojaian
    Ventures, L.L.C. and also Executive Vice President, a director
    and a shareholder of Kojaian Management Corporation, both of
    which are investment firms headquartered in Bloomfield Hills,
    Michigan, since 2000 and 1985, respectively. He is also a
    director of Arbor Realty Trust, Inc. Mr. Kojaian has also
    served as the Chairman of the Board of Directors of
    Grubb & Ellis Realty Advisors, Inc., an affiliate of
    the Company, from its inception in September 2005 until April
    2008, and as its Chief Executive Officer from December 13,
    2007 until April 2008.Robert J. McLaughlin
    
    76, has served as a director of the Company since July 2004.
    Mr. McLaughlin previously served as a director of the
    Company from September 1994 to March 2001. He founded The Sutter
    Group in 1982, a management consulting company that focuses on
    enhancing shareowner value, and currently serves as its
    President. Previously, Mr. McLaughlin served as President
    and Chief Executive Officer of Tru-Circle Corporation, an
    aerospace subcontractor, from November 2003 to April 2004, and
    as Chairman of the Board of Directors from August 2001 to
    February 117




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##### Table of Contents



2003, and as Chairman and Chief Executive Officer from October
    2001 to April 2002 of Imperial Sugar Company.Devin I. Murphy
    
    49, has served as a director of the Company since July 2008.
    Mr. Murphy is currently a Vice Chairman in Investment
    Banking for Morgan Stanley. Prior to joining Morgan Stanley in
    November 2009, Mr. Murphy was a Managing Partner of
    Coventry Real Estate Advisors, a real estate private equity firm
    founded in 1998 which sponsors institutional investment funds.
    Prior to joining Coventry Real Estate Advisors, LLC in March
    2008, Mr. Murphy was the Global Head of Real Estate
    Investment Banking at Deutsche Bank Securities, Inc. from 2004
    to 2007. Prior to joining Deutsche Bank, he was at Morgan
    Stanley & Company for 14 years in a variety of
    roles, including as Co-Head North American Real Estate
    Investment Banking and Global Head of the firms Real
    Estate Private Capital Markets Group.D. Fleet Wallace
    
    42, has served as a director of the Company since December 2007.
    Mr. Wallace also had served as a director of NNN Realty
    Advisors, Inc. (NNN) from November 2006 to December
    2007. Mr. Wallace is a principal and co-founder of McCann
    Realty Partners, LLC, an apartment investment company focusing
    on garden apartment properties in the Southeast formed in 2004.
    From April 1998 to August 2001, Mr. Wallace served as
    corporate counsel and assistant secretary of United Dominion
    Realty Trust, Inc., a publicly-traded real estate investment
    trust. From September 1994 to April 1998, Mr. Wallace was
    in the private practice of law with McGuire Woods in Richmond,
    Virginia. Mr. Wallace has also served as a Trustee of
    G REIT Liquidating Trust since January 2008.Rodger D. Young
    
    63, has served as a director of the Company since April 2003.
    Mr. Young has been a name partner of the law firm of
    Young & Susser, P.C. since its founding in 1991,
    a boutique firm specializing in commercial litigation with
    offices in Southfield, Michigan and New York City. In 2001,
    Mr. Young was named Chairman of the Bush
    Administrations Federal Judge and U.S. Attorney
    Qualification Committee by Governor John Engler and
    Michigans Republican Congressional Delegation.
    Mr. Young is a member of the American College of Trial
    Lawyers and was listed in the 2007 edition of Best Lawyers of
    America. Mr. Young was named by Chambers International
    and by Best Lawyers in America as one of the top commercial
    litigators in the United States.  Communications
    with the Directors
  c/o Corporate c/o Corporate
 118




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##### Table of Contents



Information
    About Executive Officers
    Andrea R. Biller
    
    60, has served as Executive Vice President, General Counsel and
    Corporate Secretary of the Company since December 2007. She
    joined Grubb & Ellis Realty Investors, LLC in March
    2003 as General Counsel and served as NNNs General
    Counsel, Executive Vice President and Corporate Secretary since
    November 2006 and director since December 2007. Ms. Biller
    also has served as Executive Vice President and Corporate
    Secretary of Grubb & Ellis Healthcare REIT II, Inc.
    since January 2009 and Corporate Secretary of Grubb &
    Ellis Apartment REIT, Inc. since April 2009 and from December
    2005 to February 2009. Ms. Biller also has served as a
    director of Grubb & Ellis Apartment REIT, Inc. since
    June 2008. Ms. Biller has served as Executive Vice
    President and Secretary for Grubb & Ellis Equity
    Advisors since June 2009. Ms. Biller served as an Attorney
    at the Securities and Exchange Commission, Division of Corporate
    Finance, in Washington D.C. from
    1995-2000,
    including two years as Special Counsel, and as a private
    attorney specializing in corporate and securities law from
    1990-1995
    and
    2000-2002.
    Ms. Biller is licensed to practice law in California,
    Virginia, and Washington, D.C.Jeffrey T. Hanson
    
    39, has served as Chief Investment Officer of the Company since
    December 2007. He has served as Chief Investment Officer of NNN
    since November 2006 and as a director since November 2008 and
    joined Grub & Ellis Realty Investors in July 2006 and
    has served as its President and Chief Investment Officer since
    November 2007. Mr. Hanson has also served as the President
    and Chief Executive Officer of Realty since July 2006 and as
    Chairman since April 2007. Mr. Hanson also has served as
    Chief Executive Officer and Chairman of the Board of
    Grubb & Ellis Healthcare REIT II, Inc. since January
    2009. Mr. Hanson has served as President and Chief
    Executive Officer for Grubb & Ellis Equity Advisors
    since June 2009. From December 1997 to July 2006,
    Mr. Hanson was a Senior Vice President with the Grubb and
    Ellis Institutional Investment Group in Grubb &
    Ellis Newport Beach office. Mr. Hanson served as a
    real estate broker with CB Richard Ellis from 1996 to December
    1997. Mr. Hanson formerly served as a member of the
    Grubb & Ellis Presidents Counsel and
    Institutional Investment Group Board of Advisors.Stanley J. Olander, Jr.
    
    55, has served as an Executive Vice President 
    Multifamily of the Company since December 2007. He has also
    served as Chief Executive Officer and a director of
    Grubb & Ellis Apartment REIT, Inc. and Chief Executive
    Officer of Grubb & Ellis Apartment REIT Advisors, LLC
    since December 2005. Mr. Olander has also served as
    Grubb & Ellis Apartment REIT, Inc.s Chairman of
    the Board since December 2006 and has also served as President
    of Grubb & Ellis Apartment REIT, Inc. and President of
    Grubb & Ellis Apartment REIT Advisors, LLC since April
    2007. Mr. Olander has also been a Managing Member of ROC
    REIT Advisors, LLC since 119




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##### Table of Contents



2006 and a Managing Member of ROC Realty Advisors since 2005.
    Additionally, since July 2007, Mr. Olander has also served
    as Chief Executive Officer, President and Chairman of the Board
    of Grubb & Ellis Residential Management, Inc. He
    served as President and Chief Financial Officer and a member of
    the board of directors of Cornerstone Realty Income Trust, Inc.
    from 1996 until April 2005.Richard W. Pehlke
    
    56, has served as the Executive Vice President and Chief
    Financial Officer of the Company since February 2007. Prior to
    joining the Company, Mr. Pehlke served as Executive Vice
    President and Chief Financial Officer and a member of the board
    of directors of Hudson Highland Group, a publicly held global
    professional staffing and recruiting business, from 2003 to
    December 2005 and served as a consultant during 2006. From 2001
    to 2003, Mr. Pehlke operated his own consulting business
    specializing in financial strategy and leadership development.
    In 2000, he was the Executive Vice President and Chief Financial
    Officer of ONE, Inc. a privately held software implementation
    business. Prior to 2000, Mr. Pehlke held senior financial
    positions in the telecommunications, financial services and food
    and consumer products industries.Jacob Van Berkel
    
    49, has served as Executive Vice President and Chief Operating
    Officer of the Company since February 2008 and President, Real
    Estate Services since May 2008. Mr. Van Berkel oversees
    operations and business integration for Grubb & Ellis,
    having joined NNN in August 2007 to assist with the merger of
    the two companies. He is responsible for the strategic direction
    of all Grubb & Ellis brokerage operations,
    marketing and communications, research and other
    day-to-day
    operational activities. He has 25 years of experience,
    including more than four years at CB Richard Ellis as senior
    vice president, human resources as well as in senior global
    human resources, operations and sales positions with First Data
    Corporation, Gateway Inc. and Western Digital.  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
   120




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##### Table of Contents



Board
    Leadership Structure, Executive Sessions of Non-Management
    Directors
      Risk
    Oversight
            Corporate
    Governance Guidelines
   121




---



##### Table of Contents



Audit
    Committee
    Corporate
    Governance and Nominating Committee
    Director
    Nominations
     122




---



##### Table of Contents



Certifications
    Item 11.
    Executive
    Compensation.  Compensation
    Discussion and Analysis
    Compensation
    Committee
       123




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##### Table of Contents



Use of
    Consultants
          Role of
    Executives in Establishing Compensation
    Certain
    Compensation Committee Activity
    Compensation
    Philosophy, Goals and Objectives
      
    Compensate management, key employees, independent contractors
    and consultants on a competitive basis in order to attract,
    motivate and retain high quality, high performance individuals
    who will achieve the Companys short-term and long term
    goals;
    Motivate and reward executive officers whose knowledge, skill
    and performance are critical to the Companys success; 124




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##### Table of Contents




    Align the interests of the Companys executive officers and
    shareowners through equity-based long-term incentive awards that
    motivate executive officers to increase shareowner value and
    reward executive officers when shareowner value
    increases; and
    Ensure fairness among the executive management team by
    recognizing contributions each executive officer makes to the
    Companys success.      Compensation
    During Term of Employment
    Base
    Salary
        Annual
    Bonus Incentive Compensation
  and/or
 125




---



##### Table of Contents



Share-based
    Compensation and Incentives
        Profit
    Sharing Plan
    Retirement
    Plans
   126




---



##### Table of Contents



Personal
    Benefits and Perquisites
    Long Term
    Incentive Plan
           127




---



##### Table of Contents



Summary
    Compensation Table
    ChangeinPensionNon-

ValueEquity

AndIncentive

NonqualifiedName and

Year





Stock

Option

Plan

Deferred

All otherPrincipal

Ended

Salary

Bonus

Awards

Awards

Compensation

Compensation

CompensationPosition

December

($)

($)(5)

($)(10)

($)(11)

($)

Earnings

($)(8)(12)(13)

TotalThomas P. DArcy(1)


2009


$
81,250


$



$
2,720,000


$



$



$



$
35,058


$
2,836,308Chief Executive OfficerGary H. Hunt(2)


2009



560,000



























560,000Former Interim Chief Executive Officer


2008



300,000
(6)


























300,000Richard W. Pehlke(3)


2009



343,750



200,000
(7)


















7,759



551,509Executive Vice


2008



375,000







642,750



















1,017,750President, and 
    Chief Financial 
    Officer


2007



299,500



200,000







198,808















698,308Andrea R. Biller


2009



366,667























387,391



754,058Executive Vice


2008



400,000























688,565



1,088,565President, General 
    Counsel and Corporate Secretary


2007



400,000



451,000



300,000















592,134



1,743,134Jeffrey T. Hanson


2009



412,500



200,000
(7)


















396,758



1,009,258Chief


2008



391,667



250,000
(9)


















556,727



1,198,394Investment 
    Officer


2007



350,000



500,350
(9)


200,000















425,106



1,475,456Jacob Van Berkel(4)


2009



366,667



200,000
(7)


















2,383



569,050Chief Operating


2008



380,000







664,600















4,816



1,049,416Officer and 
    Executive Vice President


2007



115,096



225,000



88,880















30



429,006     (1)
    
    Mr. DArcy has served as the Chief Executive Officer
    since November 16, 2009. Mr. DArcy is entitled
    to receive target bonus cash compensation of up to 200% of his
    base salary based upon annual performance goals to be
    established by the Compensation Committee of the Company.
    Mr. DArcy is guaranteed a cash bonus with respect to
    the 2010 calendar year of 200% of base salary, but there is no
    guaranteed bonus with respect to any subsequent year. In
    addition, there is no cash bonus compensation with respect to
    the period commencing on November 16, 2009 and continuing
    up to and through December 31, 2009.(2)
    
    Mr. Hunt served as the Interim Chief Executive Officer from
    July 2008 to November 16, 2009.(3)
    
    Mr. Pehlke has served as the Chief Financial Officer since
    February 2007. Mr. Pehlke had a minimum guaranteed bonus of
    $125,000 for calendar 2007, prorated based on his hire date in
    February 2007 (equal to $110,577).(4)
    
    Mr. Van Berkel joined the Company in August 2007.(5)
    
    2009 and 2008 bonuses calculated based on Company EBITDA and
    2007 bonuses calculated based on Company EBIT.(6)
    
    Amounts paid to Mr. Hunt represent a consulting fee as
    Mr. Hunt consulted as the Interim Chief Executive Officer
    and was not an employee of the Company.(7)
    
    Amount includes a portion of the special bonus of $400,000 that
    was awarded to each of Messrs. Pehlke, Hanson and Van
    Berkel on March 10, 2010. Specifically, fifty percent (50%)
    of such special bonus was in recognition of 2009 performance and
    fifty percent (50%) was in connection with the retention of such 128




---



##### Table of Contents



executives services through the first quarter of 2010. The
    entire special bonus is payable in 2010. Such amount is
    inclusive of any other bonus compensation that might otherwise
    be payable to any of them with respect to 2009.(8)
    
    All other compensation also includes: (i) cash
    distributions based on membership interests of $0, $121,804, and
    $159,418 earned by Ms. Biller from Grubb & Ellis
    Apartment Management, LLC for each of the calendar years ended
    December 31, 2009, 2008 and 2007, respectively; and
    (ii) cash distributions based on membership interests of
    $380,486, $547,519, and $413,546 earned by each of
    Mr. Hanson and Ms. Biller from Grubb & Ellis
    Healthcare Management, LLC for each of the calendar years ended
    December 31, 2009, 2008 and 2007, respectively.(9)
    
    Amount includes a special bonus of $250,000. The 2008 special
    bonus was paid in January 2010.(10)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of restricted stock.(11)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of stock options.(12)
    
    The amounts shown include the Companys incremental cost
    for the provision to the named executive officers of certain
    specified perquisites in fiscal 2009, 2008 and 2007, as follows:  Tax Gross


Medical &Living


Travel


Up


DentalExpenses


Expenses


Payment


Premiums


TotalNamed Executive
    Officer

Year


($)


($)


($)


($)


($)Thomas P. DArcy


2009


$
35,000
(13)

$



$



$



$
35,000Gary H. Hunt


2009



















2008



















Richard W. Pehlke


2009















6,469



6,4692008















7,287



7,2872007



















Andrea R. Biller


2009















4,925



4,9252008















4,621



4,6212007















1,740



1,740Jeffrey T. Hanson


2009















14,176



14,1762008















13,179



13,1792007















8,340



8,340Jacob Van Berkel


2009



















2008



















2007



















   (13)
    
    Mr. DArcy received a one-time cash payment as
    reimbursement for all of his
    out-of-pocket
    transitory relocation expenses, including transitory housing and
    travel expenses for six months. 129




---



##### Table of Contents



(14)
    
    The amounts shown also include the following 401(k) matching
    contributions made by the Company, income attributable to life
    insurance coverage and contributions to the profit-sharing plan
    in fiscal 2009, 2008 and 2007, as follows:  Profit-Sharing401(k) Plan


Life


PlanCompany


Insurance


CompanyContributions


Coverage


Contributions


TotalNamed Executive
    Officer

Year


($)


($)


($)


($)Thomas P. DArcy


2009


$



$
58


$



$
58Gary H. Hunt


2009















2008















Richard W. Pehlke


2009







1,290







1,2902008







1,290







1,2902007















Andrea R. Biller


2009







1,980







1,9802008







1,290







1,2902007



3,100



120



14,210



17,430Jeffrey T. Hanson


2009



1,826



270







2,0962008







270







2702007



3,100



120







3,220Jacob Van Berkel


2009



1,933



450







2,3832008



4,600



450







5,0502007







30







30   Grants of
    Plan-Based Awards
    All Other


All OtherStock


OptionAwards:


Awards:


Exercise or


Grant DateNumber of


Number of


Base Price


FairShares of


Securities


of Option


Value of StockGrant


Stock or


Underlying


Awards


and OptionName

Date


Units


Options


($/Share)


Awards($)(1)Thomas P. DArcy


11/16/09



2,000,000
(2)





$



$
2,720,000
(2)Gary H. Hunt


















Richard W. Pehlke


















Andrea R. Biller


















Jeffrey T. Hanson






(3
)










Jacob Van Berkel






(3
)










     (1)
    
    The grant date fair value of the shares of restricted stock and
    stock options granted were computed in accordance with the
    requirements of the Compensation  Stock Compensation
    Topic.(2)
    
    Amounts shown with respect to Mr. DArcy represent
    restricted stock awarded. 1,000,000 of the restricted shares
    awarded to Mr. DArcy are subject to vesting over
    3 years in equal annual increments of 1/3 each, commencing
    on the day immediately preceding the 1 year anniversary of
    the grant date (November 16, 2009) and which have a
    grant date fair value of $1.52 per share. The other 1,000,000
    restricted shares are subject to vesting based upon the market
    price of the Companys common stock during the 3 year
    period beginning November 16, 2009, 500,000 restricted
    shares of which have a grant date fair value of $1.28 per share
    and the other 500,000 restricted shares have a grant date fair
    value of $1.12 per share. Specifically, 130




---



##### Table of Contents



(i) in the event that for any 30 consecutive trading days
    during the 3 year period commencing November 16, 2009
    the volume weighted average closing price per share of the
    Companys common stock is at least $3.50, then 50% of such
    restricted shares shall vest, and (ii) in the event that
    for any 30 consecutive trading days during the 3 year
    period commencing November 16, 2009 the volume weighted
    average closing price per share of the Companys common
    stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest.(3)
    
    In March 2010, each of Messrs. Hanson and Van Berkel were
    awarded 1,000,000 shares of restricted stock. 500,000 of
    the restricted shares awarded to each of Mr. Hanson and
    Mr. Van Berkel are subject to vesting over 3 years in
    equal annual increments of 1/3 each, commencing on the one year
    anniversary of the March 10, 2010 grant date and which have
    a grant date fair value of $1.87 per share. The other 500,000
    restricted shares are subject to vesting based on the market
    price of the Companys common stock during the 3 year
    period beginning March 10, 2010, 250,000 restricted shares
    of which have a grant date fair value of approximately $1.57 per
    share and the other 250,000 restricted shares have a grant date
    fair value of approximately $1.38 per share. Specifically,
    (i) in the event that for any 30 consecutive trading days
    during the 3 year period following the March 10, 2010
    grant date the volume weighted average closing price per share
    of the Companys common stock is at least $3.50, then 50%
    of such restricted shares shall vest, and (ii) in the event
    that for any 30 consecutive trading days during the 3 year
    period following the March 10, 2010 grant date the volume
    weighted average closing price per share of the Companys
    common stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest.  Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsMarketValueNumber of


Number of








Number of


of SharesSecurities


Securities








Shares or


or UnitsUnderlying


Underlying








Units of


of StockUnexercised


Unexercised


Option


Option


Stock that


ThatOptions


Options


Exercise


Expiration


Have Not


Have NotName

Exercisable


Unexercisable


Price


Date


Vested


Vested(1)Thomas P. DArcy


















2,000,000
(2)

$
2,720,000Gary H. Hunt


















3,667
(3)

$
41,657















2,999
(4)

$
20,000Richard W. Pehlke


25,000
(5)





$
11.75



02/14/201750,000
(6)

$
220,50079,333
(7)

$
99,960Andrea R. Biller


35,200
(9)





$
11.36



11/16/20168,800
(10)

$
99,968Jeffrey T. Hanson


22,000
(11)





$
11.36



11/16/20165,867
(12)(14)

$
66,649Jacob Van Berkel


















5,867
(13)

$
29,628















53,333
(6)

$
235,199















80,000
(8)(14)

$
100,800     (1)
    
    The grant date fair value of the shares of restricted stock is
    computed in accordance with the requirements of the
    Compensation  Stock Compensation Topic, is reflected
    in the Grants of Plan-Based Awards table. Grants of restricted
    stock were made pursuant to either the Companys 2006
    Omnibus Equity Plan or NNNs 2006 Long Term Incentive Plan,
    except for grants made to Mr. DArcy. 131




---



##### Table of Contents



(2)
    
    Amounts shown represent 2,000,000 restricted shares of the
    Companys common stock that were awarded on
    November 16, 2009. 1,000,000 of the restricted shares
    awarded to Mr. DArcy are subject to vesting over
    3 years in equal annual increments of 1/3 each, commencing
    on the day immediately preceding the 1 year anniversary of
    the grant date (November 16, 2009). The other 1,000,000
    restricted shares are subject to vesting based upon the market
    price of the Companys common stock during the 3 year
    period beginning November 16, 2009. Specifically,
    (i) in the event that for any 30 consecutive trading days
    during the 3 year period commencing November 16, 2009
    the volume weighted average closing price per share of the
    Companys common stock is at least $3.50, then 50% of such
    restricted shares shall vest, and (ii) in the event that
    for any 30 consecutive trading days during the 3 year
    period commencing November 16, 2009 the volume weighted
    average closing price per share of the Companys common
    stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest.(3)
    
    Includes 3,667 restricted shares of the Companys common
    stock that will vest on June 27, 2010, subject to continued
    service with the Company. On January 7, 2010, the
    Compensation Committee determined to accelerate the vesting of
    these shares following the termination of Mr. Hunts
    directorship on December 17, 2010.(4)
    
    Includes 2,999 shares of the Companys common stock
    that will vest on December 10, 2010, subject to continued
    service with the Company. On January 7, 2010, the
    Compensation Committee determined to accelerate the vesting of
    these shares following the termination of Mr. Hunts
    directorship on December 17, 2010.(5)
    
    Amounts shown represent options granted on February 15,
    2007. The full 25,000 options vested on the date of the Merger.(6)
    
    Includes 25,000 and 26,667 restricted shares of the
    Companys common stock that were awarded to
    Messrs. Pehlke and Van Berkel, respectively, on
    January 23, 2008 which will vest in equal 1/3 installments
    in each of the first, second and third anniversaries of the
    grant date, subject to continued service with the Company.(7)
    
    Includes 39,667 and 39,666 restricted shares of the
    Companys common stock that will vest on December 3,
    2010 and December 3, 2011, respectively, subject to
    continued service.(8)
    
    Includes 40,000 and 40,000 restricted shares of the
    Companys common stock that will vest on December 3,
    2010 and December 3, 2011, respectively, subject to
    continued service.(9)
    
    Includes stock options to acquire 35,200 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of the Companys common stock on each of
    November 16, 2006, November 16, 2007 and
    November 16, 2008 and have a maximum term of ten years.(10)
    
    Includes 8,800 restricted shares of the Companys common
    stock that will vest on June 27, 2010, subject to continued
    service with the Company.(11)
    
    Includes stock options to acquire 22,000 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of the Companys common stock on each of
    November 16, 2006, November 16, 2007 and
    November 16, 2008 and have a maximum term of ten years.(12)
    
    Includes 5,867 restricted shares of the Companys common
    stock that will vest on June 27, 2010, subject to continued
    service with the Company.(13)
    
    Includes 5,867 restricted shares of the Companys common
    stock that will vest on December 4, 2010, subject to
    continued service with the Company.(14)
    
    Does not include the restricted stock grant of
    1,000,000 shares awarded to each of Messrs. Hanson and
    Van Berkel on March 10, 2010. 132




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##### Table of Contents



Options
    Exercises and Stock Vested
    Option Awards


Stock AwardsNumber of Shares





Number of SharesAcquired on


Value Realized on


Acquired on


Value realized onName

Exercise


Exercise ($)


Vesting


Vesting ($)Thomas P. DArcy





$







$
Gary H. Hunt










3,666
(1)

$
2,566
(2)2,998
(3)


4,107
(4)Richard W. Pehlke










25,000
(5)


22,500
(7)39,667
(8)


59,104
(10)Andrea R. Biller










8,800
(11)


6,160
(2)Jeffrey T. Hanson










5,866
(12)


4,106
(2)Jacob Van Berkel










5,866
(13)


8,682
(14)26,667
(6)


24,000
(7)40,000
(9)


59,600
(10)     (1)
    
    Amount shown represents 3,666 restricted shares of the
    Companys common stock that vested on June 27, 2009.(2)
    
    On June 26, 2009, the closing price of a share of common
    stock on the NYSE was $0.70.(3)
    
    Amount shown represents 2,998 restricted shares of the
    Companys common stock that vested on December 10,
    2009.(4)
    
    On December 9, 2009, the closing price of a share of common
    stock on the NYSE was $1.37.(5)
    
    Amount shown represents 25,000 restricted shares of the
    Companys common stock that vested on January 23, 2009.(6)
    
    Amount shown represents 26,667 restricted shares of the
    Companys common stock that vested on January 23, 2009.(7)
    
    On January 22, 2009, the closing price of a share of common
    stock on the NYSE was $0.90.(8)
    
    Amount shown represents 39,667 restricted shares of the
    Companys common stock that vested on December 3, 2009.(9)
    
    Amount shown represents 40,000 restricted shares of the
    Companys common stock that vested on December 3, 2009.(10)
    
    On December 2, 2009, the closing price of a share of common
    stock on the NYSE was $1.49.(11)
    
    Amount shown represents 8,800 restricted shares of the
    Companys common stock that vested on June 27, 2009.(12)
    
    Amount shown represents 5,886 restricted shares of the
    Companys common stock that vested on June 27, 2009.(13)
    
    Amount shown represents 5,886 restricted shares of the
    Companys common stock that vested on December 3, 2009.(14)
    
    On December 3, 2009, the closing price of a share of common
    stock on the NYSE was $1.48.  Non-Qualified
    Deferred Compensation
   133




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##### Table of Contents



Contributions
    Investment
    Elections
    Vesting
    Distributions
        Employment
    Contracts and Compensation Arrangements
  Thomas P.
    DArcy
   134




---



##### Table of Contents



1 3
    out-of-pocket
         135




---



##### Table of Contents



24-month
    Potential
    Payments upon Termination or Change of Control
    Thomas P. DArcy
  InvoluntaryNot for


Involuntary


ResignationExecutive Payments

Voluntary


Cause


for Cause


for Good


Change of


Death andUpon Termination

Termination


Termination


Termination


Reason


Control


DisabilitySeverance Payments

$



$
1,300,000


$



$
1,300,000


$
1,300,000


$
Bonus Incentive Compensation






2,600,000







2,600,000



2,600,000



Long Term Incentive Plan






















Stock Options (unvested and accelerated)






















Restricted Stock (unvested and accelerated)






1,280,000







1,280,000



1,280,000



Performance Shares (unvested and accelerated)






1,280,000







1,280,000



1,280,000



Benefit Continuation






23,944







23,944



23,944



Tax Gross-Up






















Total Value

$



$
6,483,944


$



$
6,483,944


$
6,483,944


$
   Gary H.
    Hunt
   136




---



##### Table of Contents



Richard
    W. Pehlke
          Andrea R.
    Biller
   137




---



##### Table of Contents



Jeffrey
    T. Hanson
            Jacob Van
    Berkel
   138




---



##### Table of Contents



Potential
    Payments upon Termination or Change of Control
    Jacob Van Berkel
  InvoluntaryNot for


Involuntary


ResignationExecutive Payments

Voluntary


Cause


for Cause


for Good


Change of


Death andUpon Termination

Termination


Termination


Termination


Reason


Control


DisabilitySeverance Payments

$



$



$



$



$
1,200,000


$
Bonus Incentive Compensation






















Long Term Incentive Plan






















Stock Options (unvested and accelerated)






















Restricted Stock (unvested and accelerated)


















178,176



Performance Shares (unvested and accelerated)






















Benefit Continuation






















Tax Gross-Up






















Total Value

$



$



$



$



$
1,378,176


$
  139




---



##### Table of Contents



Compensation
    of Directors
  out-of-pocket
  and/or
  Director
    Compensation Table
  Fees Earnedor Paid in


StockDirector

Cash(1)


Awards(2)(3)


TotalGlenn L. Carpenter

$
78,500


$



$
78,500Harold H. Greene

$
95,000


$



$
95,000Gary H. Hunt(4)

$



$



$
C. Michael Kojaian(5)

$



$
60,000


$
60,000Robert J. McLaughlin

$
119,000


$
60,000


$
179,000Devin I. Murphy

$
91,125


$
60,000


$
151,125D. Fleet Wallace

$
106,500


$
60,000


$
166,500Rodger D. Young

$
99,500


$
60,000


$
159,500     (1)
    
    Represents annual retainers plus all meeting and committee
    attendance fees earned by non-employee directors in 2009.(2)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of restricted stock. Each of the current
    non-management directors (Messrs. Kojaian, McLaughlin,
    Murphy, Wallace and Young) received a grant of
    45,113 shares on December 17, 2009 which vest in three
    equal increments on each of the next three annual anniversary
    dates of the grant. The grant date fair value of the
    45,113 shares of restricted stock was $60,000, which is
    based upon the closing price of the Companys common stock
    on the grant date of $1.33 per share. Those shares represent the
    Companys annual grant to its non-management directors
    which, pursuant to the Companys 2006 Omnibus Equity Plan,
    is set at $60,000 worth of restricted shares of the
    Companys common stock based upon the closing price of such
    common stock on the date of the grant. 140




---



##### Table of Contents



(3)
    
    The following table shows the aggregate number of unvested stock
    awards and option awards granted to non-employee directors and
    outstanding as of December 31, 2009:  Stock AwardsOptions Outstanding

Outstanding atDirector

at Fiscal Year End

Fiscal Year EndGlenn L. Carpenter


0



27,971Harold H. Greene


0



19,999Gary H. Hunt


0



6,666C. Michael Kojaian


0



61,445Robert J. McLaughlin


0



61,445Devin I. Murphy


0



71,432D. Fleet Wallace


0



65,112Rodger D. Young


10,000



61,445   (4)
    
    Mr. Hunt was not paid any annual retainers or committee
    attendance fees while he served as the Companys Interim
    Chief Executive Officer from July 2008 to November 16, 2009.(5)
    
    Mr. Kojaian waived his right to payment of all annual
    retainers and committee attendance fees during the year ended
    December 31, 2009.  Stock
    Ownership Policy for Non-Management Directors
    Compensation
    Committee Interlocks and Insider Participation
    Regulation S-K
  Compensation
    Committee Report
  The forgoing Compensation Committee Report is not to be
    deemed to be soliciting material or to be
    filed with the SEC or subject to Regulation 14A
    or 14C or to the liabilities of Section 18 of the Exchange
    Act, except to the extent that the Company specifically requests
    that such information be treated as soliciting material or
    specifically incorporates it by reference into any filing under
    the Securities Act of 1933, as amended (the Securities
    Act) or the Exchange Act.
 141




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Equity
    Compensation Plan Information
    Stock
    Ownership Table
    Preferred Stock

Common StockName and Address

Number of

Percentage

Number of

Percentageof Beneficial Owner(1)

Shares

of Class

Shares(2)

of Class(3)FMR LLC(4)


189,800



19.7
%


11,503,018



16.6
%Persons affiliated with Kojaian Holdings LLC(5)










4,316,326



6.2
%Persons affiliated with Kojaian Ventures, L.L.C.(6)










11,700,000



16.9
%Persons affiliated with Kojaian Management Corporation(7)


100,000



10.4
%


6,060,600



8.7
%Lions Gate Capital


55,500



5.7
%


3,363,633



4.9
%Wellington Management Company, LLP(8)


125,000



12.9
%


15,609,501



22.5
%Named Executive Officers and DirectorsThomas P. DArcy


5,000




*


2,303,030
(12)


3.3
%C. Michael Kojaian


100,000
(13)


10.4
%


22,151,035
(10)(11)(13)


31.9
%Robert J. McLaughlin










259,664
(10)(11)(14)



*Devin I. Murphy


1,000




*


165,200
(11)(15)



*D. Fleet Wallace










93,909
(9)(10)(11)



*Rodger D. Young


500




*


146,657
(10)(11)(16)



*Andrea R. Biller


1,000




*


398,416
(17)



*Jeffrey T. Hanson


250
(18)



*


1,731,335
(19)(23)


2.5
%Richard W. Pehlke


500




*


256,803
(20)



*Jacob Van Berkel


250




*


1,232,752
(21)(23)


1.8
%All Current Directors and Executive Officers as a Group
    (10 persons)


108,500



11.2
%


28,738,801
(22)


41.5
%  142




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##### Table of Contents



*
    
    Less than one percent.(1)
    
    Unless otherwise indicated, the address for each of the
    individuals listed below is
    c/o Grubb &
    Ellis Company, 1551 Tustin Avenue, Suite 300, Santa Ana,
    California 92705.(2)
    
    Each share of Preferred Stock currently converts into
    60.606 shares of common stock, and all common stock share
    numbers include, where applicable, the number of shares of
    common stock into which any Preferred Stock held by the
    beneficial owner is convertible at such rate of conversion.(3)
    
    The percentage of shares of capital stock shown for each person
    in this column and in this footnote assumes that such person,
    and no one else, has exercised or converted any outstanding
    warrants, options or convertible securities held by him or her
    exercisable or convertible on March 11, 2010 or within
    60 days thereafter.(4)
    
    Pursuant to a Schedule 13G filed with the SEC by FMR LLC on
    February 16, 2010, FMR is deemed to be the beneficial owner
    of 189,800 shares of Preferred Stock, or 11,503,018, shares
    of common stock.(5)
    
    Kojaian Holdings LLC is affiliated with each of C. Michael
    Kojaian, a director of the Company, Kojaian Ventures, L.L.C. and
    Kojaian Management Corporation (see footnote 13 below). The
    address for Kojaian Holdings LLC is 39400 Woodward Avenue,
    Suite 250, Bloomfield Hills, Michigan 48304.(6)
    
    Kojaian Ventures, L.L.C. is affiliated with each of C. Michael
    Kojaian, a director of the Company, Kojaian Holdings LLC and
    Kojaian Management Corporation (see footnote 13 below). The
    address of Kojaian Ventures, L.L.C. is 39400 Woodward Ave.,
    Suite 250, Bloomfield Hills, Michigan 48304.(7)
    
    Kojaian Management Corporation is affiliated with each of C.
    Michael Kojaian, a director of the Company, Kojaian Holdings LLC
    and Kojaian Ventures, L.L.C. (see footnote 13 below). The
    address of Kojaian Management Corporation is 39400 Woodward
    Ave., Suite 250, Bloomfield Hills, Michigan 48304.(8)
    
    Wellington Management Company, LLP (Wellington
    Management) is an investment adviser registered under the
    Investment Advisers Act of 1940, as amended. Wellington
    Management, in such capacity, may be deemed to share beneficial
    ownership over the shares held by its client accounts.
    Wellingtons address is 75 State Street, Boston,
    Massachusetts 02109.(9)
    
    Beneficially owned shares include 3,666 restricted shares of
    common stock which vest on June 27, 2010.(10)
    
    Beneficially owned shares include 2,999 restricted shares of
    common stock that vest on the first business day following
    December 10, 2010, such 2,999 shares granted pursuant
    to the Companys 2006 Omnibus Equity Plan.(11)
    
    Beneficially owned shares include (i) 13,333 restricted
    shares of common stock which vest in 1/2 portions on each of the
    second and third anniversaries of December 10, 2008 and
    (ii) 45,113 restricted shares of common stock all of which
    vested on March 10, 2010; in each case, such shares granted
    pursuant to the Companys 2006 Omnibus Equity Plan.(12)
    
    Beneficially owned shares include (i) 1,000,000 restricted
    shares of common stock which vest in equal
    331/3
    portions on each of the first, second, and third anniversaries
    of November 16, 2009, and (ii) 1,000,000 restricted
    shares of common stock which vest based upon the market price of
    the Companys common stock during the initial three-year
    term of Mr. DArcys employment agreement.
    Specifically, (i) in the event that for any 30 consecutive
    trading days during the initial three year term of
    Mr. DArcys employment agreement the volume
    weighted average closing price per share of the common stock on
    the exchange or market on which the Companys shares are
    publically listed or quoted for trading is at least $3.50, then
    50% of such restricted shares shall vest, and (ii) in the
    event that for any 30 consecutive trading days during the
    initial three year term of Mr. DArcys
    employment agreement the volume weighted average closing price
    per share of the Companys common stock on the exchange or
    market on which the Companys shares of common stock are
    publically listed or quoted for trading is at least $6.00, then
    the remaining 50% percent of such restricted shares shall vest.
    Vesting with respect to all restricted shares is subject to
    Mr. DArcys continued employment by the Company,
    subject to the terms of a Restricted Share Agreement entered
    into by Mr. DArcy and the Company on
    November 16, 2009, and other terms and conditions set forth
    in Mr. DArcys employment agreement. 143




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##### Table of Contents



(13)
    
    Beneficially owned shares include shares directly held by
    Kojaian Holdings LLC, Kojaian Ventures, L.L.C. and Kojaian
    Management Corporation. C. Michael Kojaian, a director of the
    Company, is affiliated with Kojaian Ventures, L.L.C., Kojaian
    Holdings LLC and Kojaian Management Corporation. Pursuant to
    rules established by the SEC, the foregoing parties may be
    deemed to be a group, as defined in
    Section 13(d) of the Exchange Act, and C. Michael Kojaian
    is deemed to have beneficial ownership of the shares directly
    held by each of Kojaian Ventures, L.L.C., Kojaian Holdings LLC
    and Kojaian Management Corporation.(14)
    
    Beneficially owned shares include 89,310 shares of common
    stock held directly by: (i) Katherine McLaughlins IRA
    (Mr. McLaughlin wifes IRA of which
    Mr. McLaughlin disclaims beneficial ownership);
    (ii) Robert J. and Katherine McLaughlin Trust; and
    (iii) Louise H. McLaughlin Trust.(15)
    
    Beneficially owned shares include 12,986 restricted shares of
    common stock which vest in equal portions on each first business
    day following July 10, 2010 and 2011 granted pursuant to
    the Companys 2006 Omnibus Equity Plan.(16)
    
    Beneficially owned shares include 10,000 shares of common
    stock issuable upon exercise of fully vested outstanding options.(17)
    
    Beneficially owned shares include 35,200 shares of common
    stock issuable upon exercise of fully vested outstanding
    options. Beneficially owned shares include 8,800 shares of
    restricted stock that vest on June 27, 2010.(18)
    
    Mr. Hansons beneficially owned shares include
    250 shares of Preferred Stock which are indirectly held
    through Jeffrey T. Hanson and April L. Hanson, as Trustees of
    the Hanson Family Trust.(19)
    
    Beneficially owned shares include 22,000 shares of common
    stock issuable upon exercise of fully vested options.
    Beneficially owned shares include 5,867 restricted shares of
    common stock that vest on June 27, 2010.(20)
    
    Beneficially owned shares include 25,000 shares of common
    stock issuable upon exercise of fully vested options.
    Beneficially owned shares include 25,000 restricted shares of
    common stock that vest on the first business day after
    January 24, 2010 and 25,000 restricted shares of common
    stock that vest on the first business day after January 24,
    2011, all of these 50,000 shares are subject to certain
    terms and conditions contained in that certain Restricted Stock
    Agreement between the Company and Mr. Pehlke dated
    January 24, 2008. In addition, beneficially owned shares
    include 79,333 restricted shares of common stock awarded to
    Mr. Pehlke pursuant to the Companys 2006 Omnibus
    Equity Plan which will vest in
    1/2
    installments on each first business day after the second and
    third anniversaries of the grant date (December 3,
    2008) and are subject to acceleration under certain
    conditions.(21)
    
    Beneficially owned shares include 120,000 restricted shares of
    common stock awarded to Mr. Van Berkel pursuant to the
    Companys 2006 Omnibus Equity Plan which will vest in equal
    331/3%
    installments on each first business day after the first, second
    and third anniversaries of the grant date (December 3,
    2008) and are subject to acceleration under certain
    conditions. Beneficially owned shares also include 26,667
    restricted shares of common stock which vest on the first
    business day following January 24, 2010 and 26,666
    restricted shares of common stock which vest on the first
    business day following January 24, 2011. Furthermore,
    beneficially owned shares include 5,867 shares of
    restricted common stock which vest on the first business day
    after December 4, 2009 and 5,866 shares of restricted
    common stock which vest on the first business day after
    December 4, 2010.(22)
    
    Beneficially owned shares include the following shares of common
    stock issuable upon exercise of outstanding options which are
    exercisable on March 11, 2010 or within 60 days
    thereafter under the Companys various stock option plans:
    Mr. Young  10,000 shares,
    Ms. Biller  35,200 shares,
    Mr. Hanson  22,000 shares,
    Mr. Pehlke  25,000 shares, and all current
    directors and executive officers as a group 92,200 shares.(23)
    
    Beneficially owned shares include restricted stock award of
    1,000,000 shares of restricted stock received by each of
    Messrs. Hanson and Berkel on March 10, 2010, of which
    500,000 restricted shares are subject to vesting over three
    years in equal annual installments of one-third each commencing
    on the one year anniversary of March 10, 2010. The
    remaining 500,000 of such restricted shares are subject to
    vesting 144




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##### Table of Contents



based upon the market price of the Companys common stock
    during the three year period commencing March 10, 2010.
    Specifically, (i) in the event that for any 30 consecutive
    trading days during the three year period commencing
    March 10, 2010 the volume weighted average closing price
    per share of the Companys common stock on the exchange or
    market on which the Companys shares are publically listed
    or quoted for trading is at least $3.50, then 50% of such
    restricted shares shall vest, and (ii) in the event that
    for any 30 consecutive trading days during the three year period
    commencing March 10, 2010 the volume weighted average
    closing price per share of the Companys common stock on
    the exchange or market on which the Companys shares of
    common stock are publically listed or quoted for trading is at
    least $6.00, then the remaining 50% of such restricted shares
    shall vest. Vesting with respect to all such restricted shares
    is subject to Messrs. Hansons and Van Berkels
    continued employment, respectively, by the Company, subject to
    the terms and conditions of the Restricted Stock Award Grant
    Notices and Restricted Stock Award Agreements dated
    March 10, 2010 for each of Mr. Van Berkel and
    Mr. Hanson.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Related
    Party Transaction Review Policy
    www.grubb-ellis.com
      Related
    Party Transactions
   145




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##### Table of Contents



Other
    Related Party Transactions
                 146




---



##### Table of Contents



gross-up
               147




---



##### Table of Contents




    Thomas P. DArcy purchased $500,000 of 12% Preferred Stock
    Devin I. Murphy purchased $100,000 of 12% Preferred Stock
    Rodger D. Young purchased $50,000 of 12% Preferred Stock
    Andrea R. Biller purchased $100,000 of 12% Preferred Stock
    Jeffrey T. Hanson purchased $25,000 of 12% Preferred Stock
    Richard W. Pehlke purchased $50,000 of 12% Preferred Stock
    Jacob Van Berkel purchased $25,000 of 12% Preferred Stock
    other employees who are not NEOs purchased an aggregate of
    $1,135,000 of 12% Preferred Stock  Independent
    Directors
        No
    Material Relationship
    Employment
  daughters-in-law;
  Other
    Compensation
    Auditor
    Affiliation
   148




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##### Table of Contents



Interlocking
    Directorships
    Business
    Transactions
    Item 14.
    Principal
    Accountant Fees and Services.      2009


2008Audit Fees(1)Total Audit Fees

$
2,095,777


$
2,527,587Audit Related Fees(2)Total Audit-Related Fees


290,722



365,669Tax Fees(2)Total Tax Fees


144,042



540,487Total Fees

$
2,530,541


$
3,433,743     (1)
    
    Includes fees and expenses related to the year-end audit and
    interim reviews, notwithstanding when the fees and expenses were
    billed or when the services were rendered.(2)
    
    Includes fees and expenses for services rendered from January
    through December of the year, notwithstanding when the fees and
    expenses were billed.   149




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##### Table of Contents



PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  The
    following documents are filed as part of this report:
  (a)
    The following Reports of Independent Registered Public
    Accounting Firm and Consolidated Financial Statements are
    submitted herewith:              (b)
    Consolidated Financial Statements Schedules      (c)
    Exhibits required to be filed by Item 601 of
    Regulation S-K:  (2) Plan
    of Acquisition, Reorganization, Arrangement, Liquidation or
    Succession
  2.1
    Agreement and Plan of Merger, dated as of May 22, 2007,
    among NNN Realty Advisors, Inc., B/C Corporate Holdings, Inc.
    and the Registrant, incorporated herein by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed on May 23, 2007.2.2
    Merger Agreement, dated as of January 22, 2009, by and
    among the Registrant, GERA Danbury LLC, GERA Property
    Acquisition, LLC, Matrix Connecticut, LLC and Matrix Danbury,
    LLC, incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on January 29, 2009.2.3
    First Amendment to Merger Agreement, dated as of
    January 22, 2009, by and among the Registrant, GERA Danbury
    LLC, GERA Property Acquisition, LLC, Matrix Connecticut, LLC and
    Matrix Danbury, LLC, incorporated herein by reference to
    Exhibit 2.2 to the Registrants Current Report on
    Form 8-K
    filed on January 29, 2009.2.4
    Second Amendment to Merger Agreement, dated as of May 19,
    2009, by and among the Registrant, GERA Danbury LLC, GERA
    Property Acquisition, LLC, Matrix Connecticut, LLC and Matrix
    Danbury, LLC, incorporated herein by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed on May 26, 2009.  (3) Articles
    of Incorporation and Bylaws
  3.1
    Restated Certificate of Incorporation of the Registrant,
    incorporated herein by reference to Exhibit 3.2 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 31, 1995.3.2
    Certificate of Retirement with Respect to 130,233 Shares of
    Junior Convertible Preferred Stock of Grubb & Ellis
    Company, filed with the Delaware Secretary of State on
    January 22, 1997, incorporated herein by reference to
    Exhibit 3.3 to the Registrants Quarterly Report on
    Form 10-Q
    filed on February 13, 1997. 150




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##### Table of Contents



3.3
    Certificate of Retirement with Respect to 8,894 Shares of
    Series A Senior Convertible Preferred Stock,
    128,266 Shares of Series B Senior Convertible
    Preferred Stock, and 19,767 Shares of Junior Convertible
    Preferred Stock of Grubb & Ellis Company, filed with
    the Delaware Secretary State on January 22, 1997,
    incorporated herein by reference to Exhibit 3.4 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed on February 13, 1997.3.4
    Amendment to the Restated Certificate of Incorporation of the
    Registrant as filed with the Delaware Secretary of State on
    December 9, 1997, incorporated herein by reference to
    Exhibit 4.4 to the Registrants Statement on
    Form S-8
    filed on December 19, 1997
    (File No. 333-42741).3.5
    Amended and Restated Certificate of Designations, Number, Voting
    Powers, Preferences and Rights of Series A Preferred Stock
    of Grubb & Ellis Company, as filed with the Secretary
    of State of Delaware on September 13, 2002, incorporated
    herein by reference to Exhibit 3.8 to the Registrants
    Annual Report on
    Form 10-K
    filed on October 15, 2002.3.6
    Certificate of Designations, Number, Voting Powers, Preferences
    and Rights of
    Series A-1
    Preferred Stock of Grubb & Ellis Company, as filed
    with the Secretary of State of Delaware on January 4, 2005,
    incorporated herein by reference to Exhibit 2 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2005.3.7
    Preferred Stock Exchange Agreement, dated as of
    December 30, 2004, between the Registrant and Kojaian
    Ventures, LLC, incorporated herein by reference to
    Exhibit 1 to the Registrants Current Report on
    Form 8-K
    filed on January 6, 2005.3.8
    Certificate of Designations, Number, Voting Powers, Preferences
    and Rights of
    Series A-1
    Preferred Stock of Grubb & Ellis Company, as filed
    with the Secretary of State of Delaware on January 4, 2005,
    incorporated herein by reference to Exhibit 2 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2005.3.9
    Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation of Grubb & Ellis Company as filed
    with the Delaware Secretary of State on December 7, 2007,
    incorporated herein by reference to Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 13, 2007.3.10
    Certificate of the Powers, Designations, Preferences and Rights
    of the 12% Cumulative Participating Perpetual Convertible
    Preferred Stock, as filed with the Secretary of State of
    Delaware on November 4, 2009, incorporated herein by
    reference to Annex B to the Registrants
    Schedule 14A filed on November 6, 2009.3.11
    Amendment to the Restated Certificate of Incorporation of the
    Registrant as filed with the Delaware Secretary of State on
    December 17, 2009, incorporated herein by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed on December 23, 2009.3.12
    Bylaws of the Registrant, as amended and restated effective
    May 31, 2000, incorporated herein by reference to
    Exhibit 3.5 to the Registrants Annual Report on Form
    10-K filed
    on September 28, 2000.3.13
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of December 7, 2007, incorporated herein by
    reference to Exhibit 3.2 to Registrants Current
    Report on
    Form 8-K
    filed on December 13, 2007.3.14
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of January 25, 2008, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on January 31, 2008.3.15
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of October 26, 2008, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on October 29, 2008. 151




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##### Table of Contents



3.16
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of February 5, 2009, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on February 9, 2009.3.17
    Amendment to the Amended and Restated Bylaws of the Registrant,
    effective December 17, 2009, incorporated herein by
    reference to Exhibit 3.2 to the Registrants Current
    Report on
    Form 8-K
    filed on December 23, 2009.  (4) Instruments
    Defining the Rights of Security Holders, including
    Indentures.
  4.1
    Registration Rights Agreement, dated as of April 28, 2006,
    between the Registrant, Kojaian Ventures, LLC and Kojaian
    Holdings, LLC, incorporated herein by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on April 28, 2006.4.2
    Warrant Agreement, dated as of May 18, 2009, by and between
    the Registrant, Deutsche Bank Trust Company Americas, Fifth
    Third Bank, JPMorgan Chase, N.A. and KeyBank, National
    Association, incorporated herein by reference to
    Exhibit 4.2 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009.4.3
    Registration Rights Agreement, dated as of October 27,
    2009, by and among the Registrant and each of the persons listed
    on the Schedule of Initial Holders attached thereto as
    Schedule A, incorporated herein by reference to
    Exhibit 4.3 to the Registrants Amendment No. 1
    to Registration Statement on
    Form S-1
    Annual Report on Form
    10-K filed
    on December 28, 2009.4.4
    Amendment No. 1 to Registration Rights Agreement, dated as
    of November 4, 2009, by and among the Registrant and each
    of the persons listed on the Schedule of Initial Holders
    attached thereto as Schedule A, incorporated herein by
    reference to Exhibit 4.3 to the Registrants Amendment
    No. 1 to Registration Statement on
    Form S-1
    Annual Report on
    Form 10-K
    filed on December 28, 2009.    (10) Material
    Contracts
  10.1*
    Employment Agreement entered into on November 9, 2004,
    between Robert H. Osbrink and the Registrant, effective
    January 1, 2004, incorporated herein by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    filed on November 15, 2004.10.2*
    Employment Agreement entered into on March 8, 2005, between
    Mark E. Rose and the Registrant, incorporated herein by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    filed on March 11, 2005.10.3*
    Employment Agreement, dated as of January 1, 2005, between
    Maureen A. Ehrenberg and the Registrant, incorporated herein by
    reference to Exhibit 1 to the Registrants Current
    Report on
    Form 8-K
    filed on June 10, 2005.10.4*
    First Amendment to Employment Agreement entered into between
    Robert Osbrink and the Registrant, dated as of September 7,
    2005, incorporated herein by reference to Exhibit 10.6 to
    the Registrants Report on
    Form 10-K
    filed on September 28, 2005.10.5*
    Form of Restricted Stock Agreement between the Registrant and
    each of the Registrants Outside Directors, dated as of
    September 22, 2005, incorporated herein by reference to 152




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##### Table of Contents



Exhibit 10.15 to Amendment No. 1 to the
    Registrants Registration Statement on
    Form S-1
    filed on June 19, 2006 (File
    No. 333-133659).  10.6*
    Employment Agreement entered into on April 1, 2006, between
    Frances P. Lewis and the Registrant, incorporated herein by
    reference to Exhibit 10.17 to the Registrants Current
    Report on
    Form 10-K
    filed on September 28, 2006.10.7*
    Grubb & Ellis Company 2006 Omnibus Equity Plan
    effective as of November 9, 2006, incorporated herein by
    reference to Appendix A to the Registrants Proxy
    Statement for the 2006 Annual Meeting of Stockholders filed on
    October 10, 2006.10.8
    Purchase and Sale Agreement between Abrams Office Center Ltd and
    GERA Property Acquisition LLC, a wholly-owned subsidiary of the
    Registrant, dated as of October 24, 2006, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on October 30, 2006.10.9*
    Second Amendment to Employment Agreement entered into between
    Robert H. Osbrink and the Registrant, dated as of
    November 15, 2006, incorporated herein by reference to
    Exhibit 1 to the Registrants Current Report on
    Form 8-K
    filed on November 21, 2006.10.10
    Letter Agreement between Abrams Office Centre and GERA Property
    Acquisition LLC, a wholly owned subsidiary of the Registrant,
    dated December 8, 2006, incorporated herein by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on December 14, 2006.10.11
    Second Amendment to the Purchase and Sale Agreement between
    Abrams Office Centre, Ltd. and GERA Property Acquisition LLC, a
    wholly owned subsidiary of the Registrant, dated
    December 15, 2006, incorporated herein by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on December 21, 2006.10.12
    Letter Agreement between Abrams Office Centre, Ltd. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated December 29, 2006, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed on January 5, 2007.10.13
    Letter Agreement between Abrams Office Centre, Ltd. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated December 29, 2006, incorporated herein by
    reference to Exhibit 99.2 to the Registrants Current
    Report on
    Form 8-K
    filed on January 5, 2007.10.14
    Letter Agreement between Abrams Office Centre, Ltd. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated January 4, 2007, incorporated herein by
    reference to Exhibit 99.3 to the Registrants Current
    Report on
    Form 8-K
    filed on January 5, 2007.10.15
    Letter Agreement between Abrams Office Centre, Ltd. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated January 19, 2007, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed on January 25, 2007.10.16
    Purchase and Sale Agreement between F/B 6400 Shafer Ct.
    (Rosemont), LLC and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated as of February 9,
    2007, incorporated herein by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed on February 9, 2007.10.17*
    Employment Agreement between Richard W. Pehlke and the
    Registrant, dated as of February 9, 2007, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on February 15, 2007. 153




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##### Table of Contents



10.18*
    Amendment No. 1 Employment Agreement between Richard W.
    Pehlke and the Registrant, dated as of December 23, 2008,
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 23, 2008.10.19
    Purchase and Sale Agreement between Danbury Buildings Co., L.P.,
    Danbury Buildings, Inc. and GERA Property Acquisition LLC, a
    wholly owned subsidiary of the Registrant, dated
    February 20, 2007, incorporated herein by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on February 22, 2007.10.20
    Letter Agreement between Danbury Buildings Co., L.P., Danbury
    Buildings, Inc. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated March 16, 2007,
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 21, 2007.10.21
    Amendment to Purchase and Sale Agreement between Danbury
    Buildings, Inc. and Danbury Buildings Co., L.P. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated February 20, 2007, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed on May 3, 2007.10.22
    Letter Amendment to Purchase and Sale Agreement between Danbury
    Buildings, Inc. and Danbury Buildings Co., L.P. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated as of April 30, 2007, incorporated herein
    by reference to Exhibit 99.2 to the Registrants
    Current Report on
    Form 8-K
    filed on May 3, 2007.10.23
    Form of Voting Agreement between Registrant and certain
    stockholders or NNN Realty Advisors, Inc., incorporated herein
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on May 23, 2007.10.24
    Form of Voting Agreement between NNN Realty Advisors, Inc. and
    certain stockholders of the Registrant, incorporated herein by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K
    filed on May 23, 2007.10.25
    Form of Escrow Agreement between NNN Realty Advisors, Inc.,
    Wilmington Trust Company and the Registrant, incorporated herein
    by reference to Exhibit 10.3 to the Registrants
    Current Report on
    Form 8-K
    filed on May 23, 2007.10.26
    Deed of Trust, Security Agreement, Assignment of Rents and
    Fixture Filing by and among GERA Abrams Centre LLC, Rebecca S.
    Conrad, as Trustee for the benefit of Wachovia Bank, National
    Association, dated as of June 15, 2007 incorporated herein
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on June 19, 2007.10.27
    Commercial Offer to purchase by and between Aurora Health Care,
    Inc. and Triple Net Properties, LLC, dated November 21,
    2007, incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.28
    First Amendment to Offer to Purchase by and between Aurora
    Medical Group, Inc. and Triple Net Properties, LLC, dated
    November 29, 2007, incorporated herein by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.29
    Form of Lease among NNN Eastern Wisconsin Medical Portfolio, LLC
    and Aurora Medical Group, Inc., dated as of December 21,
    2007, incorporated herein by reference to Exhibit 10.3 to
    the Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.30
    Form of Subordination, Non-Disturbance and Attornment Agreement,
    between Aurora Medical Group, Inc. and PNC Bank, National
    Association dated as of December 21, 2007, incorporated
    herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed on December 28, 2007. 154




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10.31
    Form of Estoppel Certificate from Aurora Medical Group, Inc. to
    PNC Bank, National Association, dated as of December 21,
    2007 incorporated herein by reference to Exhibit 10.5 to
    the Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.32
    Form of Guaranty executed by Aurora Health Care, Inc. in favor
    of NNN Eastern Wisconsin Medical Portfolio, LLC dated
    December 21, 2007, incorporated herein by reference to
    Exhibit 10.6 to the Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.33
    Promissory Note for $32,300,000 senior loan of NNN Eastern
    Wisconsin Medical Portfolio, LLC to the order of PNC Bank,
    National Association, dated December 21, 2007, incorporated
    herein by reference to Exhibit 10.7 to the
    Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.34
    Promissory Note for $3,400,000 mezzanine loan by NNN Eastern
    Wisconsin Medical Portfolio, LLC to the order of PNC Bank,
    National Association, dated December 21, 2007, incorporated
    herein by reference to Exhibit 10.8 to the
    Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.35
    Mortgage, Security Agreement, Assignment of Leases and Rents and
    Fixture Filing by NNN Eastern Wisconsin Medical Portfolio, LLC
    in favor of PNC Bank, National Association, dated
    December 21, 2007, incorporated herein by reference to
    Exhibit 10.9 to the Registrants Current Report on
    Form 8-K
    filed on December 28, 2007.10.36
    Agreement for Purchase and Sale of Real Property and Escrow
    Instructions, dated as of October 31, 2008, by and between
    GERA Danbury LLC and Matrix Connecticut, LLC, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on November 5, 2008.10.37*
    Employment Agreement between NNN Realty Advisors, Inc. and Scott
    D. Peters incorporated herein by reference to Exhibit 10.26
    to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.38*
    Employment Agreement between NNN Realty Advisors, Inc. and
    Andrea R. Biller incorporated herein by reference to
    Exhibit 10.27 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.39*
    Employment Agreement between NNN Realty Advisors, Inc. and
    Francene LaPoint incorporated herein by reference to
    Exhibit 10.28 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.40
    Employment Agreement between NNN Realty Advisors, Inc. and
    Jeffrey T. Hanson incorporated herein by reference to
    Exhibit 10.29 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.41
    Indemnification Agreement dated as of October 23, 2006
    between Anthony W. Thompson and NNN Realty Advisors, Inc.,
    incorporated herein by reference to Exhibit 10.30 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.42
    Indemnification and Escrow Agreement by and among Escrow Agent,
    NNN Realty Advisors, Inc., Anthony W. Thompson, Louis J. Rogers
    and Jeffrey T. Hanson, together with Certificate as to
    Authorized Signatures incorporated herein by reference to
    Exhibit 10.31 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.43*
    Form of Indemnification Agreement executed by Andrea R. Biller,
    Glenn L. Carpenter, Howard H. Greene, Jeffrey T. Hanson, Gary H.
    Hunt, C. Michael Kojaian, Francene LaPoint, Robert J.
    McLaughlin, Devin I. Murphy, Robert H. Osbrink, Richard W.
    Pehlke, Scott D. Peters, Dylan Taylor, Jacob Van Berkel, D.
    Fleet Wallace and Rodger D. Young. 155




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##### Table of Contents



incorporated herein by reference to Exhibit 10.41 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.  10.44*
    Change of Control Agreement dated December 23, 2008 by and
    between Dylan Taylor and the Registrant, incorporated herein by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K
    filed on December 24, 2008.10.45*
    Change of Control Agreement dated December 23, 2008 by and
    between Jacob Van Berkel and the Company, incorporated herein by
    reference to Exhibit 10.3 to the Registrants Current
    Report on
    Form 8-K
    filed on December 24, 2008.10.46
    First Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 8,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed on January 14, 2009.10.47
    Second Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 12,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.2 to
    the Registrants Current Report on
    Form 8-K
    filed on January 14, 2009.10.48
    Third Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 14,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed on January 21, 2009.10.49
    Fourth Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 16,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.2 to
    the Registrants Current Report on
    Form 8-K
    filed on January 21, 2009.10.50
    Fifth Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 20,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.3 to
    the Registrants Current Report on
    Form 8-K
    filed on January 21, 2009.10.51
    Sixth Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions, dated as of January 21,
    2009, by and between GERA Danbury LLC and Matrix Connecticut,
    LLC, incorporated herein by reference to Exhibit 99.2 to
    the Registrants Current Report on
    Form 8-K
    filed on January 27, 2009.10.52
    Escrow Agreement, dated as of January 22, 2009, by and
    among Grubb & Ellis Company, Matrix Connecticut, LLC
    and First American Title Insurance Company, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K/A
    filed on January 29, 2009.10.53
    Mortgage, Security Agreement, Assignment of Rents and Fixture
    Filing between GERA 6400 Shafer LLC to Wachovia Bank, National
    Association dated as of June 15, 2007, incorporated herein
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    filed on June 19, 2007.10.54
    Open-end Mortgage, Security Agreement, Assignment of Rents and
    Fixture Filing between GERA Danbury LLC to Wachovia Bank,
    National Association dated as of June 15, 2007,
    incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on June 19, 2007.10.55
    Letter Agreement by and among Wachovia Bank, National
    Association, GERA Abrams Centre LLC and GERA 6400 Shafer LLC,
    dated September 28, 2007, incorporated herein 156




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##### Table of Contents



by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on October 4, 2007.  10.56
    Letter Agreement by and between Wachovia Bank, National
    Association and GERA Danbury, LLC, dated September 28,
    2007, incorporated herein by reference to Exhibit 10.2 to
    the Registrants Current Report on
    Form 8-K
    filed on October 4, 2007.10.57
    Second Amended and Restated Credit Agreement, dated as of
    December 7, 2007, among the Registrant, certain of its
    subsidiaries (the Guarantors), the
    Lender (as defined therein), Deutsche Bank
    Securities, Inc., as syndication agent, sole book-running
    manager and sole lead arranger, and Deutsche Bank
    Trust Company Americas, as initial issuing bank, swing line
    bank and administrative agent, incorporated herein by reference
    to Exhibit 10.1 to Registrants Current Report on
    Form 8-K
    filed on December 13, 2007.10.58
    Second Amended and Restated Security Agreement, dated as of
    December 7, 2007, among the Registrant, certain of its
    subsidiaries and Deutsche Bank Trust Company Americas, as
    administrative agent, for the Secured Parties (as
    defined therein), incorporated herein by reference to
    Exhibit 10.2 to Registrants Current Report on Form
    8-K filed on
    December 13, 2007.10.59
    First Letter Amendment, dated as of August 4, 2008, by and
    among the Registrant, the guarantors named therein, Deutsche
    Bank Trust Company Americas, as administrative agent, the
    financial institutions identified therein as lender parties,
    Deutsche Bank Trust Company Americas, as syndication agent,
    and Deutsche Bank Securities Inc., as sole book running manager
    and sole lead arranger, incorporated herein by reference to
    Exhibit 99.1 to Registrants Current Report on
    Form 8-K
    filed on August 6, 2008.10.60
    Second Letter Amendment to the Registrants senior secured
    revolving credit facility executed on November 4, 2008, and
    dated as of September 30, 2008, incorporated herein by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on November 10, 2008.10.61
    Third Amended and Restated Credit Agreement, dated as of
    May 18, 2009, among the Registrant, certain of its
    subsidiaries (the Guarantors), the
    Lender (as defined therein), Deutsche Bank
    Securities, Inc., as syndication agent, sole book-running
    manager and sole lead arranger, and Deutsche Bank
    Trust Company Americas, as initial issuing bank, swing line
    bank and administrative agent, incorporated herein by reference
    to Exhibit 10.61 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009.10.62
    Third Amended and Restated Security Agreement, dated as of
    May 18, 2009, among the Registrant, certain of its
    subsidiaries and Deutsche Bank Trust Company Americas, as
    administrative agent, for the Secured Parties (as
    defined therein), incorporated herein by reference to
    Exhibit 10.62 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009.10.63*
    Employment Agreement between Thomas P. DArcy and the
    Registrant, dated as of November 16, 2009, incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q/A
    filed on November 19, 2009.10.64
    First Letter Amendment to Third Amended and Restated Credit
    Agreement, dated as of September 30, 2009, by and among
    Grubb & Ellis Company, the guarantors named therein,
    Deutsche Bank Trust Company Americas, as administrative
    agent, the financial institutions identified therein as lender
    parties, Deutsche Bank Trust Company Americas, as
    syndication agent, and Deutsche Bank Securities Inc., as sole
    book running manager and sole lead arranger, incorporated herein
    by reference to Exhibit 99.1 to the Registrants
    Current Report on
    Form 8-K
    filed on October 2, 2009. 157




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10.65
    First Letter Amendment to Warrant Agreement, dated as of
    September 30, 2009, by and between Grubb & Ellis
    Company and the holders identified in Exhibit B thereto,
    incorporated herein by reference to Exhibit 99.2 to the
    Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.66
    First Letter Amendment to the Third Amended and Restated
    Security Agreement, dated as of September 30, 2009, made by
    the grantors referred to therein in favor of Deutsche Bank
    Trust Company Americas, as administrative agent for the
    secured parties referred to therein, incorporated herein by
    reference to Exhibit 99.3 to the Registrants Current
    Report on
    Form 8-K
    filed on October 2, 2009.10.67
    Senior Subordinated Convertible Note dated October 2, 2009
    issued by Grubb & Ellis Company to Kojaian Management
    Corporation, incorporated herein by reference to Exhibit 99.4 to
    the Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.68
    Subordination Agreement dated October 2, 2009 by and among
    Kojaian Management Corporation, Grubb & Ellis Company
    and Deutsche Bank Trust Company Americas, incorporated
    herein by reference to Exhibit 99.5 to the
    Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.69
    Form of Purchase Agreement by and between Grubb &
    Ellis Company and the accredited investors set forth on
    Schedule A attached thereto, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed on October 26, 2009.10.70
    Agreement regarding Tremont Net Funding II, LLC Loan Arrangement
    with GERA 6400 Shafer LLC and GERA Abrams Centre LLC, dated as
    of December 29, 2009, by and among GERA Abrams Centre LLC
    and GERA 6400 Shafer LLC, collectively as Borrower,
    Grubb & Ellis Company, as Guarantor, Grubb &
    Ellis Management Services, Inc., as both Abrams Manager and
    Shafer Manager, incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.71
    Form of Assignment of Personal Property, Name, Service
    Contracts, Warranties and Leases for GERA Abrams Centre LLC,
    incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.72
    Form of Assignment of Personal Property, Name, Service
    Contracts, Warranties and Leases for GERA 6400 Shafer LLC,
    incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.73
    Form of Special Warranty Deed for GERA Abrams Centre LLC,
    incorporated herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.74
    Form of Special Warranty Deed for GERA 6400 Shafer LLC,
    incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.75
    Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement by and between the Company and Jeffrey T. Hanson
    dated March 10, 2010, incorporated herein by reference to
    Exhibit 10.75 to the Registrants Annual Report on
    Form 10-K
    filed on March 16, 2010.10.76
    Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement by and between the Company and Jacob Van Berkel
    dated March 10, 2010, incorporated herein by reference to
    Exhibit 10.76 to the Registrants Annual Report on
    Form 10-K
    filed on March 6, 2010. 158




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##### Table of Contents



10.77
    Form of Amended and Restated Restricted Stock Award Grant Notice
    for Annual Restricted Stock Award to Non-Management Directors,
    incorporated herein by reference to Exhibit 10.77 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 16, 2010.  (14) Code
    of Ethics
  14.1
    Amendment to Code of Business Conduct and Ethics of the
    Registrant, incorporated herein by reference to
    Exhibit 14.1 to the Registrants Current Report on
    Form 8-K
    filed on January 31, 2008.  (16) Change
    in Certifying Accountants
  16.1
    Letter from Deloitte & Touche LLP to the Securities
    and Exchange Commission, dated December 14, 2007,
    incorporated herein by reference to Exhibit 16.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 14, 2007.  (21) Subsidiaries
    of the Registrant
  (23)
    Consent
    of Independent Registered Public Accounting Firm  23.1
    Consent of Ernst & Young LLP23.2
    Consent of PKF  (31.1) Section 302
    Certification of Principal Executive Officer
  (31.2) Section 302
    Certification of Chief Financial Officer
  (32) Section 906
    Certification
  (99)  Additional
    Exhibits
  99.1
    Letter of termination from Grubb &Ellis Realty
    Advisors, Inc. to the Registrant dated as of February 28,
    2008, incorporated herein by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed on February 29, 2008.  
    Filed herewith.*
    Management contract or compensatory plan arrangement. 159




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GRUBB &
    ELLIS COMPANY



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  Balance at

ChargedBeginning

to





Balance atof

Costs and

Charged to



End(In thousands)

Period

Expenses

Other Accounts(1)

Deductions(2)

of PeriodAllowance for accounts receivableYear Ended December 31, 2009

$
10,533


$
13,632






$
(12,424
)

$
11,741Year Ended December 31, 2008

$
1,376


$
12,446






$
(3,289
)

$
10,533Year Ended December 31, 2007

$
723


$
709






$
(56
)

$
1,376Allowance for advances and notes receivableYear Ended December 31, 2009

$
3,170


$
9,521






$
(15
)

$
12,676Year Ended December 31, 2008

$
1,839


$
1,331






$



$
3,170Year Ended December 31, 2007

$
1,400


$
451






$
(12
)

$
1,839Valuation allowance for deferred tax assetsYear Ended December 31, 2009

$
55,204


$
30,536






$



$
85,740Year Ended December 31, 2008

$
3,103


$
49,677



2,424


$



$
55,204Year Ended December 31, 2007

$
3,024


$
79






$



$
3,103     (1)
    
    2007 Pre-merger Grubb & Ellis Company state return
    true-up
    charged against goodwill.(2)
    
    Uncollectible accounts written off, net of recoveries 160




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GRUBB &
    ELLIS COMPANY



Schedule III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION MaximumLife onWhichDepreciationCosts


Gross Amount at Which Carried











in LatestInitial Costs to Company


Capitalized


as of December 31, 2009











IncomeBuildings and


Subsequent to





Buildings and





Accumulated


Date


Date


Statement(In thousands)

Encumbrance


Land


Improvements


Acquisition


Land


Improvements


Total(a)


Depreciation(b)


Constructed


Acquired


is ComputedCommercial Office Properties200 Galleria
    Atlanta, GA

$
70,000


$
7,440


$
64,591


$
571


$
4,982


$
46,406


$
51,388


$
5,616



1984



1/31/2007



39 yearsThe Avallon Complex
    Austin, TX


37,000



7,748



54,771







4,498



34,261



38,759



2,342



1986-2001



7/10/2007



39 years$
107,000


$
15,188


$
119,362


$
571


$
9,480


$
80,667


$
90,147


$
7,958   (a)
    The changes in real estate for the years ended December 31,
    2009, 2008 and 2007 are as follows:  (In thousands)Balance as of December 31, 2006

$
44,325Acquisitions


671,985Additions


266Disposals and deconsolidations


(380,619
)Balance as of December 31, 2007


335,957Acquisitions


144,162Additions


12,813Real estate related impairments


(71,488
)Disposals and deconsolidations


(242,644
)Balance as of December 31, 2008


178,800Additions


2,970Real estate related impairments


(6,752
)Disposals and deconsolidations


(84,871
)Balance as of December 31, 2009

$
90,147   (b)
    
    The changes in accumulated depreciation for the years ended
    December 31, 2009, 2008 and 2007 are as follows:  (In thousands)Balance as of December 31, 2006

$
230Additions


3,845Disposals and deconsolidations


(294
)Balance as of December 31, 2007


3,781Additions


7,760Disposals and deconsolidations


(149
)Balance as of December 31, 2008


11,392Additions


1,534Disposals and deconsolidations


(4,968
)Balance as of December 31, 2009

$
7,958  161




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##### Table of Contents



SIGNATURES    Grubb & Ellis Company
    (Registrant)/s/  Thomas
    P. DArcy

April 30, 2010Thomas P. DArcy
    Chief Executive Officer, President and Director
    (Principal Executive Officer)     Signature

Title

Date/s/  Thomas
    P. DArcyThomas
    P. DArcy

Chief Executive Officer, President and Director (Principal
    Executive Officer)

April 30, 2010/s/  Richard
    W. PehlkeRichard
    W. Pehlke

Chief Financial Officer
    (Principal Financial and Accounting Officer)

April 30, 2010/s/  C.
    Michael KojaianC.
    Michael Kojaian

Director

April 30, 2010/s/  Robert
    J. McLaughlinRobert
    J. McLaughlin

Director

April 30, 2010/s/  Devin
    I. MurphyDevin
    I. Murphy

Director

April 30, 2010/s/  D.
    Fleet WallaceD.
    Fleet Wallace

Director

April 30, 2010/s/  Rodger
    D. YoungRodger
    D. Young

Director

April 30, 2010  162