Grubb & Ellis

The Dealer Manager (Grubb & Ellis Securities, Inc.) is an Affiliate of the Corporation, creating a related-party conflict in the distribution of Selling Commissions. The Advisor and its Affiliates are eligible for Acquisition Fees, Disposition Fees, Incentive Fees, and Operating Expense reimbursements, all subject to NASAA caps but structured as related-party transactions.

“Dealer Manager . The term 'Dealer Manager' shall mean Grubb & Ellis Securities, Inc., a California corporation and an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.”

The Corporation is permitted to invest in Joint Ventures with the Sponsor, Advisor, Directors, or their Affiliates, subject to Independent Director approval that the investment is fair and reasonable and on substantially the same terms as those received by other joint venturers. This creates potential conflicts of interest in joint venture transactions.

“The Corporation may invest in Joint Ventures with the Sponsor, Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.”

The Corporation may purchase or lease assets from, or sell or lease assets to, the Sponsor, Advisor, Directors, or their Affiliates, subject to Independent Director approval. These related-party transactions are subject to fair-value constraints but represent inherent conflicts of interest.

“The Corporation may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director or any Affiliate thereof upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the Asset to such Sponsor, Advisor, Director or Affiliate”