Exhibit 10.1
Execution Copy
GRUBB & ELLIS COMPANY
$30,000,000
7.95% CONVERTIBLE SENIOR NOTES DUE 2015
PURCHASE AGREEMENT
May 3, 2010
JMP Securities LLC
600 Montgomery Street, Suite 1100
San Francisco, California 94111
Ladies and Gentlemen:
Grubb & Ellis Company, a Delaware corporation (the "Company"), confirms its
agreement with JMP Securities LLC (the "Initial Purchaser") with respect to the
issuance and sale by the Company to the Initial Purchaser of $30 million
principal amount of the Company's 7.95% Convertible Senior Notes due 2015 (the
"Initial Securities"). In addition, the Company has granted to the Initial
Purchaser an option to purchase up to an additional $4.5 million principal
amount of the Company's 7.95% Convertible Senior Notes due 2015 (the "Option
Securities" and, together with the Initial Securities, the "Securities"). The
Securities, including under certain circumstances accrued interest thereon, will
be convertible into shares (the "Underlying Shares") of the common stock, par
value $0.01 per share, of the Company (the "Common Stock"), subject to and in
accordance with the terms and conditions of the Indenture (as defined below).
The Securities will be issued pursuant to an Indenture (the "Indenture") to be
dated on or about May 7, 2010 by and between the Company and U.S. Bank, in its
capacity as trustee (the "Trustee"). This Agreement, the Securities, the
Indenture, and the Registration Rights Agreement (as defined below) are herein
referred to collectively as the "Operative Documents."
Upon original issuance of the Securities, and until such time as the same is no
longer required under the applicable requirements of the Securities Act of 1933,
as amended (the "Securities Act") and the rules and regulations thereunder (the
"Securities Act Regulations"), the Securities (and all securities issued in
exchange therefor or in substitution thereof) shall bear the following legend:
"THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
(1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT), OR (C) IT IS AN INDIVIDUAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a) (4), (5) OR (6) UNDER THE SECURITIES ACT); AND
(2)
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE
DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW,