UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GRUBB & ELLIS COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

400095204
(CUSIP Number)

Stonerise Capital Management, LLC
Stonerise Capital Partners Master Fund, L.P.
44 Montgomery Street, Suite 2000

San Francisco, CA 94104
(415) 772-1907
(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 18, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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(1) See Item 3 below.

(2) Stonerise Capital Partners Master Fund, L.P. holds directly $3,500,000 principal amount of 7.95% Senior Convertible Notes Due 2015 (the “Convertible Notes”), which are convertible as of the date of this Schedule 13D into 1,559,541 shares of Common Stock. The calculation of percentage ownership is based on 69,419,590 shares of Common Stock outstanding as of October 29, 2010 as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 12, 2010 (the “Issuer’s Form 10-Q”), plus the 1,559,541 shares of Common Stock that would be issued upon conversion of the Convertible Notes of the Issuer held by the Stonerise Capital Partners Master Fund, L.P. and Stonerise Capital Management, LLC. Stonerise Capital Management, LLC is the sole general partner of Stonerise Capital Partners Master Fund, L.P. As a result, Stonerise Capital Management, LLC may be deemed to be the beneficial owner and to share the voting and dispositive power of the 1,559,541 shares of Common Stock issuable upon the conversion of the Convertible Notes held by Stonerise Capital Partners Master Fund, L.P.

The Locked-Up Holders (see Item 4 below) beneficially own, in the aggregate, $16,350,000 principal amount of the Convertible Notes, as defined above, which are convertible as of the date of this Schedule 13D into an aggregate 7,285,283 shares of Common Stock, which represents 9.5% of the outstanding shares of Common Stock. The calculation of the aggregate percentage ownership is based on 69,419,590 shares of Common Stock outstanding as of October 29, 2010 as disclosed in the Issuer’s Form 10-Q, plus 7,285,283 shares of Common Stock in the aggregate that would be issued upon conversion of all of the Convertible Notes of the Issuer held by the Locked-Up Holders.

As a result of the Lock-Up Agreement described below in Item 4, the Locked-Up Holders may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Act. Although Stonerise Capital Partners Master Fund, L.P. and Stonerise Capital Management, LLC may be deemed to have beneficial ownership of all Convertible Notes and interests therein held by the other Locked-Up Holders, other than as expressly provided in the Lock-Up Agreement, such entities do not have sole or shared dispositive or voting power with respect to the Issuer securities held by any other Locked-Up Holder.

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ITEM 1. Security and Issuer.

The securities to which this Schedule 13D relates are the common shares, $0.01 par value per share (“Common Shares”), of Grubb & Ellis Company, a Delaware corporation (the “Issuer”). The address of the executive offices of the Issuer is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705.

ITEM 2. Identity and Background.

(a), (b), (c) and (f). This Schedule 13D is being filed jointly by Stonerise Capital Management, LLC, a Delaware limited liability company (“Stonerise Management”) and Stonerise Capital Partners Master Fund, L.P., a Cayman Islands limited partnership (“SCPMF” and together with Stonerise Management, the “Reporting Persons”), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 1 for their Joint Filing Agreement.

Stonerise Capital Management, LLC

Stonerise Management is a Delaware limited liability company whose principal business is acting as general partner for investment partnerships, including SCPMF and providing investment advisory services. The principal business office address of Stonerise Management is 44 Montgomery Street, Suite 2000, San Francisco, CA 94104. Information relating to the managing members of Stonerise Management is as follows:

						Present Principal
						Occupation or
Name		Business Address		Citizenship		Employment
Jeffrey A. Cozad		c/o Stonerise Capital Management, LLC 44 Montgomery Street, Suite 2000 San Francisco, CA 94104		USA		Managing Member of Stonerise Capital Management, LLC
Jose S. Medeiros		c/o Stonerise Capital Management, LLC 44 Montgomery Street, Suite 2000 San Francisco, CA 94104		Brazil		Managing Member of Stonerise Capital Management, LLC
John C. Walker		c/o Stonerise Capital Management, LLC 44 Montgomery Street, Suite 2000 San Francisco, CA 94104		USA		Managing Member of Stonerise Capital Management, LLC

Stonerise Capital Partners Master Fund, L.P.

SCPMF is a Cayman Islands limited partnership whose principal business is investments. The principal business office address of SCPMF is 44 Montgomery Street, Suite 2000, San Francisco, CA 94104. Stonerise Management is the sole general partner of SCPMF and information about the managing members of Stonerise Management is set forth in the table above.

(d) and (e). To the best knowledge of the Reporting Persons, none of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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ITEM 3. Source and Amount of Funds or Other Consideration.

While this Schedule 13D does not report the acquisition of the Issuer’s securities, the source of funds for the Reporting Persons’ prior purchases of the Issuer’s securities was the working capital of SCPMF.

ITEM 4. Purpose of Transaction.

On March 8, 2011, the Issuer commenced a solicitation of consents (the “Consent Solicitation”) from the holders of its 7.95% Senior Convertible Notes due 2015 (the “Convertible Notes”). The Issuer is seeking consents to proposed amendments to certain provisions in the Indenture, dated as of May 7, 2010 (the “Indenture”), between the Issuer, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), which governs such convertible notes. The Consent Solicitation originally expired at 5:00 p.m., New York City time, on March 21, 2011, but was extended on March 21, 2011 to expire at 5:00 p.m., New York City time, on March 25, 2011, unless further extended by the Issuer.

The proposed amendments to the Indenture require the consent of the holders of a majority-in-interest of the principal amount of the Convertible Notes.

On March 18, 2011, SCPMF, Zazove Associates, LLC, Nisswa Convertibles Master Fund Ltd., and Cohanzick Management, LLC (collectively, the “Locked-Up Holders”) entered into a written lock-up agreement (the “Lock-Up Agreement”) pursuant to which, among other things, each agreed not to deliver consents with respect such Locked-Up Holder’s Convertible Notes to the proposed amendments in the Consent Solicitation, subject to certain exceptions. The Lock-Up Agreement automatically terminates on the earlier of April 29, 2011, or three business days following the written notice of at least half of the Locked-Up Holders.

As a result of the Lock-Up Agreement, the Locked-Up Holders may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Act (see Item 5 below).

The description of the Lock-Up Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed herewith as Exhibit 2 and is hereby incorporated herein by reference.

The Reporting Persons have acquired the Issuer’s Convertible Notes for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Convertible Notes, Common Shares, or other securities of the Issuer at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Shares, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer, subject to the terms of the Lock-Up Agreement, which provide in part, that for the duration of the Lock-Up Agreement, transferees of the Reporting Persons’ Convertible Notes or interests therein execute a joinder to the Lock-Up Agreement. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of Convertible Notes, Common Shares, or other securities of the Issuer, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Convertible Notes, Common Shares or other securities of the

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Issuer, or dispose of all of the Convertible Notes, Common Shares or other securities beneficially owned by them, in the public market or privately negotiated transactions, subject to the terms of the Lock-Up Agreement. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing, except as related to abiding by the terms and conditions of the Lock-Up Agreement.

ITEM 5. Interest in Securities of the Issuer.

(a), (b) The Reporting Persons hold directly $3,500,000 principal amount of the Convertible Notes, which are convertible as of the date of this Schedule 13D into 1,559,541 shares of Common Stock. The calculation of percentage ownership is based on 69,419,590 shares of Common Stock outstanding as of October 29, 2010 as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 12, 2010 (the “Issuer’s Form 10-Q”), plus the 1,559,541 shares of Common Stock that would be issued upon conversion of all of the Convertible Notes held by the Reporting Persons. Stonerise Management is the sole general partner of SCPMF. As a result, Stonerise Management may be deemed to be the beneficial owner and to share the voting and dispositive power of the 1,559,541 shares of Common Stock issuable upon the conversion of the Convertible Notes held by SCPMF.

The Locked-Up Holders (see Item 4 above) beneficially own, in the aggregate, $16,350,000 principal amount of the Convertible Notes, which are convertible as of the date of this Schedule 13D into an aggregate 7,285,283 shares of Common Stock, which represents 9.5% of the outstanding shares of Common Stock. The calculation of the aggregate percentage ownership is based on 69,419,590 shares of Common Stock outstanding as of October 29, 2010 as disclosed in the Issuer’s Form 10-Q, plus the 7,285,283 shares of Common Stock in the aggregate that would be issued upon conversion of all of the Convertible Notes held by the Locked-Up Holders.

As noted in Item 4 above, as a result of the Lock-Up Agreement, the Locked-Up Holders may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Act. Although the Reporting Persons may be deemed to have beneficial ownership of all Convertible Notes and interests therein held by the other Locked-Up Holders, other than as expressly provided in the Lock-Up Agreement, the Reporting Persons do not have sole or shared dispositive or voting power with respect to the Issuer securities held by any other Locked-Up Holder.

(c), (d) and (e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

Except for the Lock-Up Agreement disclosed above, no contracts, arrangements, understandings, or relationships (legal or otherwise) exist between any Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

ITEM 7. Material to Be Filed as Exhibits.

Exhibit
Number		Description
Exhibit 1		Joint Filing Agreement, dated March 25, 2011, between Stonerise Capital Management, LLC and Stonerise Capital Partners Master Fund, L.P.
Exhibit 2		Lock-Up Agreement dated March 18, 2011 between Stonerise Capital Partners Master Fund, L.P. and the other parties signatory thereto.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit 1

Joint Filing Agreement

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common shares, $0.01 par value per share, of Grubb & Ellis Company, which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.

     The undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13D, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

     It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13D, filed on behalf of each of the parties hereto.

     IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the 25th day of March, 2011.

Exhibit 2

EXECUTION VERSION

LOCK-UP AGREEMENT

     This Lock-up Agreement (this “Agreement”), is dated as of March 18, 2011, and is made by and among the undersigned parties (each, a “Locked-Up Holder” and, collectively, the “Locked-Up Holders”), each solely in its capacity as a beneficial owner (as defined below) of, or as advisor with discretionary authority with regard to beneficial owner(s) of, certain 7.95% Convertible Senior Notes due 2015 issued by Grubb & Ellis Company.

RECITALS

A.		On March 8, 2011, Grubb & Ellis Company, a Delaware corporation (the “Company”), commenced a solicitation of consents (the “Consent Solicitation”) from the holders of its 7.95% Senior Convertible Notes due 2015 (the “Convertible Notes”). The Company is seeking consents to proposed amendments to certain provisions in the Indenture, dated as of May 7, 2010 (the “Indenture”), between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), which governs the Convertible Notes. The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 21, 2011 (the “Expiration Date”), unless extended by the Company.
B.		The terms and conditions of the Consent Solicitation are described in the Consent Solicitation Statement, dated March 8, 2011, and related Letter of Consent distributed to the holders of the Convertible Notes (collectively, the “Consent Solicitation Materials”). Pursuant to the Consent Solicitation Materials, the Company proposes to amend certain provisions set forth in Section 9.01 (Events of Default) of the Indenture, specifically Sections 9.01(h), (i) and (j) of the Indenture, to provide that Daymark Realty Advisors, Inc. and NNN Realty Advisors, Inc., subsidiaries of the Company (and each of such subsidiaries’ direct and indirect subsidiaries) would be excluded from the determination of an event of default under such provisions of the Indenture. The proposed amendments require the consent of the holders of a majority-in-interest of the principal amount of the Convertible Notes outstanding as of March 7, 2011 (the “Required Holders”).

AGREEMENT

     NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Locked-Up Holders hereby agree as follows:

     1. Agreement. Solely in its capacity as a beneficial owner of, or as advisor with discretionary authority with regard to beneficial owner(s) of, Convertible Notes, each Locked-Up Holder covenants and agrees that during the term of this Agreement, (a) it will not deliver consents to the proposed amendments in the Consent Solicitation (and as described in the Consent Solicitation Materials) with respect to such Locked-Up Holder’s Convertible Notes beneficially owned by it (whether beneficially owned by it on the date hereof or with respect to which beneficial ownership is acquired by it after the date hereof (such Convertible Notes with

respect to which beneficial ownership is acquired after the date hereof, the “Future Convertible Notes”)) and (b) it will take all necessary action to achieve the foregoing.

     2. Sale/Acquisition.

     (a) For a period commencing with the date hereof until the earlier of the termination of this Agreement pursuant to Section 4 hereof, each Locked-Up Holder hereby agrees not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly, (i) any Convertible Notes or (ii) any option, interest in or right to acquire any Convertible Notes, in either case unless the transferee thereof agrees in writing to be bound by the terms of this Agreement by executing and delivering to all Locked-Up Holders a joinder substantially in the form attached hereto as Annex A. In the event any Locked-Up Holder affects any of the transactions described in the foregoing clauses (i) and (ii), it shall give written notice to all Locked-Up Holders no later than the first business day after giving effect to any such transaction. This Agreement shall in no way be construed to preclude the Locked-Up Holders from acquiring Future Convertible Notes, Common Shares or Preferred Shares or any interest therein; provided, that any Future Convertible Notes so acquired shall automatically be deemed to be subject to the terms and conditions of this Agreement for so long as this Agreement remains in effect; provided further, that a Locked-Up Holder shall give written notice to all Locked-Up Holders no later than the first business day after acquiring beneficial ownership of any such Future Convertible Notes, Common Shares or Preferred Shares.

     (b) Each Locked-Up Holder further agrees that, without the prior written consent of the Requisite Locked-Up Holders it shall not enter into any agreement, arrangement or understanding with any person for the purpose of holding, voting, disposing or consenting with respect to any securities of the Company, or derivative instruments with respect to securities of the Company; provided, however, any Locked-Up Holder may, or may cause its affiliates and associates to enter into any agreement, arrangement or understanding with any person for the purpose of acquiring any securities of the Company, or derivative instruments with respect to securities of the Company; provided, further, that any Locked-Up Holder may, or may cause its affiliates and associates to, enter into any agreement, arrangement or understanding with the Company (or any subsidiary, affiliate, division or other part of the Company) not related to the Convertible Notes. If a Locked-Up Holder shall enter into an agreement, arrangement or understanding to affect any of the foregoing, the Locked-Up Holder shall give written notice to all Locked-Up Holders no later than the first business day after entering into any such agreement, arrangement or understanding.

     3. Ownership and Authority; Additional Information. Each Locked-Up Holder shall deliver to all Locked-Up Holders a beneficial ownership certificate, substantially in the form attached hereto as Annex B (the “Ownership Certificate”), promptly upon any change (by acquisition, sale or otherwise) of its beneficial ownership of Convertible Notes, Common Shares or Preferred Shares. In addition, each Locked-Up Holder agrees to promptly furnish to all Locked-Up Holders (a) any information necessary or appropriate for the making of any required or advisable public filing or amendment thereto and (b) any other information supplementing information contained in any publicly filed statement or amendment thereto as is necessary in order to make the statements contained in such publicly filed statement or amendment not misleading.

     4. Conditions; Termination.

          (a) This Agreement shall automatically terminate upon the earlier of (i) April 29, 2011 and (ii) three business days following the written notice of the Requisite Locked-Up Holders of the termination of this Agreement; and

          (b) In the event of termination of this Agreement pursuant to this Section 4, the obligations of the Locked-Up Holders hereunder shall cease, and no party shall have any liability to any other party hereunder; provided, however, that no such termination shall relieve any party of liability for any willful and material breach of this Agreement prior to the effectiveness of such termination.

     5. Representations and Warranties. Each of the Locked-Up Holders hereby represents and warrants as to itself, that the following statements are true, correct and complete, as of the date hereof:

          (a) Lawful and Beneficial Ownership. It is either the lawful and beneficial owner of, or has discretionary authority with regard to, the Company’s securities and swaps or other derivative transactions relating to the Company securities set forth on the signature page hereto.

          (b) Securities Laws. Neither it nor its affiliates (i) is the beneficial owner of, or has discretionary authority with regard to, any securities of the Company or is a party to any swaps or other derivative transactions relating to securities of the Company, other than as described in the signature page hereto or (ii) has any agreement, arrangement or understanding with any person for the purpose of acquiring, holding, voting or disposing of any securities of the Company.

          (c) Power and Authority. It has all requisite power and authority to enter into this Agreement and to perform its respective obligations under this Agreement.

          (d) Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

     6. Acknowledgement. Each Locked-Up Holder agrees that it shall be responsible for compliance with any obligations such Locked-Up Holder may have pursuant to Section 13(d)

or Section 16 of the Exchange Act, if any, to the extent it may be deemed part of a “Group” within the meaning of Rule 13d-5(b) under the Exchange Act or otherwise relating to its beneficial ownership of securities of the Company (including, without limitation, making all filings, if any, required to be made by it on Schedule 13D and Forms 3, 4 and 5), it being agreed that no Locked-Up Holder shall be responsible for any such non-compliance by any other Locked-Up Holder other than itself.

     7. Effectiveness. This Agreement shall not become effective and binding on the parties hereto unless and until counterpart signature pages hereto shall have been executed and delivered by the parties hereto and it is executed by beneficial owners of more than one-half of the aggregate outstanding Convertible Notes.

     8. Miscellaneous.

          (a) Additional Signatories. Additional beneficial owners of Convertible Notes, with the prior consent of the Requisite Locked-Up Holders, may join and be bound by all of the terms of this Agreement by executing and delivering to all Locked-Up Holders a joinder substantially in the form attached hereto as Annex A.

          (b) Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          (i) “beneficially own” or “beneficial ownership” with respect to any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

          (ii) “Common Shares” shall mean shares of the Company’s Common Stock, $0.01 par value.

          (iii) “Preferred Shares” shall mean shares of the Company’s 12% cumulative participating perpetual convertible preferred stock, par value $0.01 per share.

          (iv) “Requisite Locked-Up Holders” shall mean Locked-Up Holders representing more than one-half of the Locked-Up Holders party hereto.

          (v) “Subject Convertible Notes” shall mean the Convertible Notes beneficially owned by the Locked-Up Holders on the date hereof and any Future Convertible Notes.

     9. Amendments. This Agreement may not be modified or amended except in a writing signed by the Requisite Locked-Up Holders; provided, however, the obligations of each party to this Agreement, including, without limitation, with respect to the term of this Agreement under Section 4(a) hereto, may not be materially increased without the consent of all of the Locked-Up Holders.

     10. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Locked-Up Holders hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment in any such action, suit or proceeding, may be brought in any federal or state court of competent jurisdiction in the Borough of Manhattan of The City of New York.

     By execution and delivery of this Agreement, each Locked-Up Holder hereby irrevocably accepts and submits itself to the exclusive jurisdiction of any such court, generally and unconditionally, with respect to any such action, suit or proceeding and hereby waives any defense of forum non conveniens or based upon venue if such action, suit or proceeding is brought in accordance with this provision.

     11. Headings. The headings of the Sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

     12. Limitation on Assignment; Successors and Permitted Assigns. None of the parties hereto may assign any of its respective rights or obligations under this Agreement. This Agreement is intended to bind and inure to the benefit of the parties and their respective successors, heirs, executors, administrators and representatives.

     13. Notice. Any notices or other communications to one or more Locked-Up Holders required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telecopier or registered or certified mail, postage prepaid, return receipt requested, at the names and addresses on the applicable signature page or pages hereto. Any notice or communication to any party shall be deemed to have been given or made as of the date so delivered, if personally delivered; on the date actually received if sent by registered or certified mail, postage prepaid; and when receipt is acknowledged, if telecopied.

     14. No Agency or Advisory Relationship. Except as expressly provided herein, each Locked-Up Holder is acting independently of the others with respect to its investment in securities of the Company and no Locked-Up Holder has the authority to represent or bind any other Locked-Up Holder. Each Locked-Up Holder (either itself or together with its investment manager) is a sophisticated financial investor that has conducted and will continue to conduct its own investigation into the affairs of the Company as it may deem necessary for the purposes of its own investment, and no Locked-Up Holder is providing any other Locked-Up Holder with investment, tax, legal or other advice. No Locked-Up Holder is a fiduciary of any other Locked-Up Holder.

     15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Faxed or PDF signatures shall be valid and binding for all purposes.

     16. Coordination of Public Statements. Each Locked-Up Holder agrees that it shall consult with the other Locked-Up Holders prior to making any public announcement concerning the Company and/or its investment in the Company and, where the Requisite Locked-Up Holders object to all or any part of a public announcement, not make such public announcement except to the extent it is believed in good faith, based on the advice of counsel, to be required by applicable law or regulation. For the avoidance of doubt, a Locked-Up Holder will not need the permission of any other Locked-Up Holder to make a filing under Sections 13(d) or 16 of the Exchange Act, and will have no liability to any other Locked-Up Holder for making any such filing.

     17. Expenses. Locked-Up Holders party hereto may from time to time unanimously agree in writing that certain expenses to be incurred in connection with this Agreement and the Locked-Up Holders’ respective investments in the Convertible Notes shall be “Joint Expenses” for purposes of this Section 17. Unless otherwise agreed, any Joint Expenses will be for the ratable account of the Locked-Up Holders in accordance with the percentage of the Subject Convertible Notes beneficially owned by them as of the date of the designation of such expenses as Joint Expenses (disregarding, for this purpose, any shares held by another Locked-Up Holder that may be deemed to be beneficially owned solely by virtue of the Locked-Up Holders being deemed a “group” within the meaning of Rule 13d-5(b) under the Exchange Act). Amounts incurred by a Locked-Up Holder with respect to Joint Expenses in excess of its ratable share will be reimbursed by the other Locked-Up Holders on demand upon presentation of appropriate supporting documentation. Other than Joint Expenses, each Locked-Up Holder shall bear its own costs and expenses in connection with this Agreement and its investment in the Company.

     18. Liability. No Locked-Up Holder nor any of its affiliates, or any of their respective partners, members, employees, counsel, agents or representatives shall be liable to any other Locked-Up Holder or its affiliates, in each case for any loss, liability, damage or expense arising out of or in connection with this Agreement or any Schedule 13D, or amendment thereto, filed by any Locked-Up Holder or its affiliates, or the actions or transactions contemplated hereby or thereby, except to the extent such loss, liability, damage or expense is caused by such party’s actual and material breach of the express provisions of this Agreement, gross negligence, fraud, bad faith or willful misconduct.

     19. No Third Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the parties hereto and no other person or entity.

     20. Specific Performance. It is understood and agreed by each of the parties hereto that money damages would not be a sufficient remedy for any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

     21. Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters

set forth in this Agreement with respect to the Company securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Company securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund.

* * * * *

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     In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

		LOCKED-UP HOLDER
		By:
				Name:
				Title:
		Address: City/State/Zip: Country: Telecopy:
		Convertible Notes Beneficially Owned by Such
		Locked-Up Holder:
		Preferred Shares Beneficially Owned by Such
		Locked-Up Holder:
		Common Shares Beneficially Owned by Such
		Locked-Up Holder:

ANNEX A

     This Joinder to the Lock-Up Agreement, dated as of March __, 2011, by and among the Locked-Up Holders signatory thereto (the “Agreement”), is executed and delivered by _________________ (the “Joining Party”) as of __________, 2011. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

	1.		Agreement to be Bound. The Joining Party hereby agrees to join and be bound by all of the terms of the Agreement. The Joining Party shall hereafter be deemed to be a “Locked-Up Holder” for all purposes under the Agreement.
	2.		Representations and Warranties. The Joining Party hereby makes, as of the date hereof, the representations and warranties of the Locked-Up Holders set forth in the Agreement in Sections 1 and 5 thereof.
	3.		Governing Law. This Joinder shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.

* * * * *

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     In Witness Whereof, the Joining Party has caused this Joinder to be executed as of the date first written above.

		JOINING PARTY
		By:
				Name:
				Title:
		Address:
		City/State/Zip:
		Country:
		Telecopy:
		Convertible Notes Beneficially Owned by Such
		Joining Party:
		Preferred Shares Beneficially Owned by Such
		Joining Party:
		Common Shares Beneficially Owned by Such
		Joining Party:

ANNEX B

OWNERSHIP CERTIFICATE

     This Ownership Certificate, dated as of __, 2011 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of March __, 2011, by and among the Locked-Up Holders¹ signatory thereto. The undersigned, on behalf of itself, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Convertible Notes, Preferred Shares and Common Shares of the Company as follows:

		Convertible Notes		Preferred Shares		Common Shares
Previously Owned
Acquired
Transferred
Current Ownership

     The undersigned, on behalf of itself, further certifies, represents and warrants that, as of the date hereof, it does not beneficially own any other securities of the Company other than as set forth herein, and that it is not a party to any swaps or other derivative transactions relating to Convertible Notes, Preferred Shares or Common Shares of the Company, except as disclosed on Schedule 1 hereto.

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     In Witness Whereof, the undersigned has caused this Ownership Certificate to be executed and delivered by its duly authorized officer as of the date first above written.

		LOCKED-UP HOLDER
		By:
				Name:
				Title:
		Address:
		City/State/Zip:
		Country:
		Telecopy:

SCHEDULE 1

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