FORM OF ADVISORY AGREEMENTAdvisory Agreement • June 23rd, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Maryland
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2009 (the “Effective Date”), is by and among GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”), GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), GRUBB & ELLIS HEALTHCARE REIT II ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).
GRUBB & ELLIS HEALTHCARE REIT II, INC. UP TO 330,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT June 22, 2009Dealer Manager Agreement • June 23rd, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California
Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation (the “Company”), is registering $3,285,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $3,000,000,000 in Shares are intended to be offered pursuant to the primary offering and (ii) $285,000,000 in Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.
ESCROW AGREEMENTEscrow Agreement • June 23rd, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California
GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. GRUBB & ELLIS SECURITIES, INC., a California corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which CommerceWest Bank, N.A. (the “Escrow Agent”) will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as the Company has received subscriptions for Stock from nonaffiliates of the Company resulting in a total of 200,000 shares of common stock sold in the Offering (the “Required Capital”).
