The full text of the letter to shareholders follows below: TIME IS SHORT!! IGNORE THE DISTRACTIONS AND FOCUS ON THE KEY CHALLENGES FACING GRUBB & ELLIS!! November 21, 2008 Dear fellow shareholder: The Grubb & Ellis Company annual meeting of shareholders is fastapproaching and we are writing to remind you to focus your attention squarelyon the central challenges faced by the company. During these perilous timesfor Grubb & Ellis, we believe that shareholders cannot afford to be distractedby the incumbent Board's overheated campaign rhetoric, which we view as littlemore than an attempt to change the subject from the company's disappointingresults.

WE URGE YOU TO SEE THROUGH THE BOARD'S CUNNING ELECTIONEERING AND RECOGNIZE THAT OUR COMPANY IS NOT WELL Let's show the Board that it cannot obscure the fact that Grubb & Ellisfaces profound challenges by simply levying wild, insupportable chargesagainst us and heaping unfounded self-congratulatory praise on itself. Noamount of wishful thinking or campaign spin will change the fact that thefollowing damaging developments have occurred on the incumbent Board's watch:

-- FINANCIAL PERFORMANCE HAS DETERIORATED: Grubb & Ellis is deeply inthe red, recently reporting a net loss of $55 million for the nine monthsended September 30, 2008 as compared to net income of $14.4 million during thesame period in 2007, representing a stunning -481.9% swing for a period inwhich it also underperformed its competitors. In addition, during the samecomparison period, the company's EBITDA nosedived by 201.9%.

-- STOCK PRICE HAS PLUNGED: Since Mr. Thompson's departure from theBoard in February of this year, Grubb & Ellis' stock price has shed in excessof 82% of its value, underperforming its industry peers.

-- NO CEO AT THE HELM TO NAVIGATE THE CHOPPY WATERS: Since theresignation of Scott Peters as CEO over 4 months ago, the Board has not nameda permanent replacement. We had hoped that the Board would execute atransparent and expeditious CEO search process, but it has been over 4 monthssince Peters' resignation and the Board has, in our opinion, said very littlepublicly about its effort to fill the company's most important managementposition. In our view, Rome is burning and this is hardly the time for theBoard to fiddle.

-- TURNOVER IN KEY MANAGEMENT POSITIONS AND IN BROKERAGE DIVISION: Webelieve that Grubb & Ellis has suffered an alarming amount of turnoverrecently. Numerous press accounts confirm this view. Shouldn't we strive toput behind us newspaper articles that mark the "latest chapter in a long sagaof management changes for the once-powerful brokerage"?(1)

These are several of the core issues on which we believe you should focuswhen you vote. Isn't it your duty to yourself as an investor to hold thisBoard accountable for its record? The Board has tried things its way. Nowit's time for you to take a look at its record -- not to mention Grubb &Ellis' depressed stock price and anemic financial performance -- and askyourself whether the incumbent slate has really earned another 3 years inoffice.

THE BOARD'S MUD-SLINGING MISSES THE POINT AND WON'T FIX OUR COMPANY

As you may have noticed, the Board is spending hundreds of thousands ofdollars of Grubb & Ellis' funds in what we see as a last-ditch attempt todiscredit us. Some of the Board's charges, which seem like naked scaretactics to us, would be almost comical if the stakes weren't so high. Wefirmly believe that Grubb & Ellis is in need of a muscular rescue effortrooted in a candid, fresh approach to the company's mounting challenges, notthe toxic cocktail of denial and invective that we believe the Board hasserved up in its November 18 attack letter and subsequent similar attacks.

Rather than provide a point-by-point rebuttal of each of the half-truthsthat we believe are sprinkled throughout the Board's recent missive, we willquickly dispel several of its most incendiary charges:

-- THOMPSON NATIONAL PROPERTIES IS NOT A DIRECT COMPETITOR OF GRUBB &ELLIS: The Board derisively dismisses Thompson National Properties in onebreath as "fledgling," but then in the next sniffles that it is terriblyconcerned that this "fledgling" company poses a direct competitive threat toGrubb & Ellis. Let's consider the facts: Unlike Grubb & Ellis, ThompsonNational Properties does not offer tenant-in-common programs, a corporateservices platform, real estate advisory services or third party managementservices. Nor does Thompson National Properties have any leasing agents orinvestment brokers on its payroll. Instead, Thompson National Properties hasbeen a good customer of Grubb & Ellis' brokers, purchasing 3 buildings throughthem for more than $33 million in 2008 and consequently producing commissionsof nearly $1 million for Grubb & Ellis. Does this seem like the behavior of a"direct competitor?"

In reality, Grubb & Ellis and Thompson National Properties are verydifferent companies with very different missions. The Board's claims to thecontrary represent, in our view, a carefully choreographed effort to entrenchits members in office by unfairly vilifying Mr. Thompson. Ask yourself whyMr. Thompson would found Thompson National Properties to directly compete withGrubb & Ellis, a company in which he holds an approximately 14% stake. Doesthat make any sense? Mr. Thompson's motives in this proxy contest are hardlyconspiratorial. Like you, he is watching helplessly from the sidelines withdeepening chagrin as the value of his investment in Grubb & Ellis plummetsunder the watch of the incumbent Board. Mr. Thompson is simply seeking tohelp the Board right the company's course in order to maximize shareholdervalue. Nothing more. Nothing less.

-- WHO'S REALLY CONFLICTED?: Further confusing the Board's argument thatMr. Thompson has some sort of conflict of interest, Mr. Harold Greene -- oneof the Board's own nominees -- currently serves as a director and member ofthe audit committee of Paladin Realty Income Properties, Inc., a company thatoffers a program that directly competes with Grubb & Ellis' non-traded publicreal estate investment trust programs. In addition, incumbent director Mr.Michael Kojaian, who is a member of the Board's compensation and corporategovernance and nominating committees, serves as executive vice president and ashareholder of Kojaian Management Corporation, a company that receivedapproximately $3.1 million from Grubb & Ellis for asset management services infiscal 2007. Certain affiliates of Kojaian Management Corporation are alsoparty to a leasing agreement with Grubb & Ellis. An independent proxyadvisory firm has openly questioned Grubb & Ellis' arrangements with Mr.Kojaian. Armed with these facts, shareholders can decide for themselves who'sreally conflicted.

-- MR. THOMPSON WILL NOT CAUSE GRUBB & ELLIS TO ACQUIRE THOMPSON NATIONALPROPERTIES: In another bizarre claim advanced by the Board, it is suggestedthat Mr. Thompson, following his election to office as a director, willsomehow compel Grubb & Ellis to acquire Thompson National Properties. Asidefrom the fact that Mr. Thompson has no desire for Grubb & Ellis to absorbThompson National Properties (the Board has apparently simply invented theidea), the Board also seems to conveniently overlook the fact that Mr.Thompson couldn't compel this outcome even if he wanted to do so. If each ofus is elected, we will still only control a minority of the Board and will notbe able to force the company to do anything, much less consummate the imaginedacquisition of Thompson National Properties, especially since Mr. Thompsonwould no doubt recuse himself from the consideration of any such transaction.In addition (and it pains us that we are obliged to remind the Board of thisfact), directors are bound by fiduciary duties and certainly cannot approve atransaction simply because it benefits them or their fellow Board memberspersonally. What does the Board's determination to advance this tall taleabout Mr. Thompson's motives say about its forthrightness?

We also believe that several other claims made by the Board in its attackletter deserve a closer look:

-- A COSTLY PROXY CONTEST THE BOARD COULD HAVE AVOIDED: The Board tries,in our view, to sound righteous when it complains about the cost of the proxycontest. However, what the Board fails to mention is that a mere 6 days afterit received a letter from Mr. Thompson indicating his desire for the annualshareholder meeting to be held in Orange County, California, it insteadscheduled the meeting at the opulent Four Seasons Hotel in Washington, D.C.,thousands of miles from the company's headquarters (and Mr. Thompson). Thisdecision will result in the needless expenditure of scarce company resourcesto fly executives and a number of directors across the country fromCalifornia. Most importantly, however, the Board has rejected at every turnthe olive branch that we extended to it in an effort to avert a full-fledgedproxy contest. To date, despite our public expression of willingness to reacha consensual accommodation, the Board has not made a single effort topeaceably settle its differences with us through compromise. Who then isreally to blame for this expensive proxy contest?

-- CREDIT FACILITY AMENDMENT HARDLY A TRIUMPH: The Board ballyhoos thecompany's recent execution of a credit agreement amendment as an impressivevictory, yet it fails to mention that the amendment had the effect of reducingavailable borrowings under the facility from $75 million to $50 million andincreasing the interest rate on the facility by 1.00%. Moreover, the covenantrelief that Grubb & Ellis obtained under the amendment is, by the company'sown admission, a short-lived stop-gap measure that will disappear in the firstquarter of 2009, at which time the principal financial maintenance covenantsunder the credit facility will return to the tighter levels the company wasunable to satisfy as of the end of the third quarter of 2008. But you don'thave to take our word for it. In a regulatory filing made by Grubb & Ellisrecently, the company itself confessed that "there is uncertainty as to theCompany's ability to meet the covenants over the next twelve months." Whythen should shareholders celebrate the credit facility amendment as some kindof resounding accomplishment? It looks like just another belated half-measureto us.

We had hoped that this proxy contest would result in a frank, albeitdifficult, conversation about the company's precarious position and howcreative leadership might address the many challenges ahead. In other words,we had hoped it would be a campaign of ideas. Instead, after reading theBoard's attack letter, it seems to us that the Board has opted for the lowroad of mud-slinging and character assassination. Ask yourself whether thisserves your interests as a shareholder or simply enables the Board to avoidanswering the tough questions that its record raises. We firmly believe thatthe Board should be offering shareholders a compelling program to return thecompany to profitability -- as we have -- not taking potshots at themessengers delivering it a dose of reality.

SHAREHOLDERS ARE THE REAL TARGET OF THE BOARD'S ATTACKS

Although we are the immediate targets of the Board's recent attacks, theyare really aimed directly at YOU!! We firmly believe that Grubb & Ellis' goalin firing its latest shot across our bow is to distract you from the painfulreality of the company's present problems in the hope that you will somehow,in the face of the company's dismal financial performance, give management'sslate another 3 years in office. We can endure the Board's attacks foranother couple of days, but ask yourself whether your portfolio can endureanother year or more of this Board's performance?

OUR COMMITMENT TO SHAREHOLDERS

We share your fundamental interest in reversing the slide in Grubb &Ellis' operating performance and committing the Board to a genuine search forways to enhance shareholder value. While we regret that the Board has adopteda shrill tone in its proxy campaign, if we are elected, we will stand firmlycommitted to working constructively with the legacy Board members to help turnour company around. We trust that you will cut through the rhetoric to focuson the real issues and will agree with us that there is a need for meaningfulchange in the company's board room.

We urge you, in your self-interest and in the interest of allshareholders, to support our call for operational reform and our efforts tofoster improved corporate governance at Grubb & Ellis. Now is the time toinsist on a Board that is willing to roll up its sleeves and work for all ofus.

It is no exaggeration to say that the future of your investment in Grubb &Ellis is at stake. We urge you to sign, date and return the enclosed GREENproxy card immediately. Do not sign the white proxy card from Grubb & Ellis.If you have already done so, you may revoke your proxy by delivering alater-dated GREEN proxy card in the enclosed postage-prepaid envelope.

If you have any questions about voting, or for more information, pleasecall our proxy solicitor, D.F. King, toll-free at (888) 542-7446.

ANTHONY W. THOMPSON HAROLD A. ELLIS, JR. STUART A. TANZ (1) Reference in article is to Grubb & Ellis. See ''Grubb & Ellis Seeks New CEO Amid Challenging Marketplace,'' Ben Johnson, August 21, 2008, National Real Estate Investor. Permission to excerpt herein was neither sought nor obtained.SOURCE Thompson National Properties