exv10w5



 






EXHIBIT 10.5




October 21, 2005




Grubb & Ellis Realty Advisors, Inc.

2215 Sanders Road, Suite 400

Northbrook, Illinois 60062




          Re: Initial Public Offering



Ladies and Gentlemen:




          The undersigned stockholder and director of Grubb & Ellis Realty Advisors, Inc. (“Company”), in
connection with the initial public offering of the securities of the Company (“IPO”), hereby agrees
as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):




          1. If the Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares owned by him in accordance with the majority of the votes
cast by the holders of the IPO Shares.




          2. In the event that the Company fails to consummate a Business Combination within 18
months from the effective date (the “Effective Date”) of the registration statement relating to the
IPO (or 24 months under the circumstances described in the prospectus relating to the IPO), the
undersigned will (i) cause the Trust Fund to be liquidated and distributed to the holders of IPO
Shares and (ii) take all reasonable actions within his power to cause the Company to liquidate as
soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest
or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of
the Company as a result of such liquidation with respect to his Insider Shares (“Claim”) and hereby
waives any Claim the undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever.




          3. Neither the undersigned, any member of the family of the undersigned, nor any
Affiliate of the undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation of the Business
Combination; provided that the undersigned shall be entitled to reimbursement from the Company for
their out-of-pocket expenses incurred in connection with seeking and consummating a Business
Combination.




          4. Neither the undersigned, any member of the family of the undersigned, nor

 









 









Grubb & Ellis Realty Advisors, Inc.

October 21, 2005

Page 2



any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any member of the family of the undersigned or any
Affiliate of the undersigned originates a Business Combination.




          5. The undersigned will escrow his Insider Shares for the three year period commencing on the
Effective Date subject to the terms of a Stock Escrow Agreement which the Company will enter into
with the undersigned and an escrow agent acceptable to the Company.




          6. The undersigned agrees to be a Director of the Company until the earlier of the
consummation by the Company of a Business Combination or the liquidation of the Company. The
undersigned’s biographical information furnished to the Company and attached hereto as Exhibit A is
true and accurate in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Questionnaire furnished to Deutsche Bank Securities Inc. and annexed as Exhibit B hereto is true
and accurate in all respects. The undersigned represents and warrants that:




     (a) he is not subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or
practice relating to the offering of securities in any jurisdiction;



     (b) he has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and he is not currently a
defendant in any such criminal proceeding; and



     (c) he has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.



          7. The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement and to serve as a Director of the Company.




          8. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Company and its legal representatives or agents (including any
investigative search firm retained by the Company) any information they may have about the
undersigned’s background and finances (“Information”). Neither the Company nor its agents shall be
violating the undersigned’s right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any damage whatsoever in
that connection.




 









 








Grubb & Ellis Realty Advisors, Inc.

October 21, 2005

Page 3




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




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




	 	 	 	 	 
	 

	 	William H. Downey
	 	 
	 

	 	 

	 	 
	 

	 	Print Name of Insider	 	 
	 
	 	 	 	 
	 

	 	/s/ William H. Downey
	 	 
	 

	 	 	 	 
	 

	 	Signature