0000950123-09-030417 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • August 5th, 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”).

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 5th, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California

This Agreement amends, restates and replaces in full that certain Amended and Restated Escrow Agreement, dated as of June 23, 2009, by and between the Company, the Dealer Manager and the Escrow Agent. The Company hereby appoints CommerceWest Bank, N.A. as Escrow Agent for purposes of holding the proceeds from the subscriptions for the Stock, on the terms and conditions hereinafter set forth:

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