Grubb & Ellis Company, §5.R; §6.F, 5/6/1998

§6.F and §5.R available to exempt from securities and dealer registration the offering of options to purchase common stock of Grubb & Ellis Company (the “Company”), under a stock option plan of the Company, to a group of full-time consultants (who are not employees) in Texas. The Company’s common stock is listed and traded on the New York Stock Exchange, and the common stock to be issued upon exercise of the options is on a parity with the New York Stock Exchange-listed common stock.

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