EX-10.1






ASSIGNMENT OF PURCHASE AND SALE AGREEMENT




This Assignment of Purchase and Sale Agreement (the “Assignment”) is made as of the
29th day of October, 2010 (the “Effective Date”), by and between G&E HC REIT II MONUMENT
LTACH PORTFOLIO, LLC, a Delaware limited liability company (“Assignor” or “Purchaser”) and G&E HC
REIT II ATHENS LTACH, LLC, a Delaware limited liability company (“Assignee”).



W I T N E S S E T H:




WHEREAS, GRUBB & ELLIS EQUITY ADVIORS, LLC, a Delaware limited liability company (“GEEA”) and
WHITE OAKS REAL ESTATE INVESTMENTS OF GEORGIA, LLC, a Georgia limited liability company, WHITE OAKS
REAL ESTATE INVESTMENTS, LLC, a Missouri limited liability company, WHITE OAKS REAL ESTATE
INVESTMENTS OF JOPLIN, LLC, a Missouri limited liability company, and WHITE OAKS REAL ESTATE
INVESTMENTS OF COLUMBIA, LLC, a Missouri limited liability company, collectively referred to as
“Seller”, did enter into that certain Agreement for Purchase and Sale of Real Property dated June
18, 2010, thereafter amended on July 22, 2010, thereafter further amended on July 28, 2010 (the
“Contract”). (Capitalized terms used, but not otherwise defined herein, shall have the meaning
ascribed to them in the Contract);



WHEREAS, pursuant to that certain Assignment of Purchase and Sale Agreement by and between
GEEA and Assignor dated as of August 12, 2010, GEEA assigned the Contract to Assignor;



WHEREAS, the Contract is for the purchase and sale of certain property, including, but not
limited to, that certain real property commonly known as Landmark Hospital of Athens, located at
775 Sunset Drive, Athens, GA 30606, as is more particularly described in the Contract and defined
therein as the “Athens Real Property”; the terms of the Contract are incorporated herein by this
reference; and



WHEREAS, Assignor desires to assign all of its rights, title and interest in the Contract only
as relates to the Athens Property subsequent to the date of this Assignment to Assignee, and
Assignee desires to take and assume all of Assignor’s rights, title and interest in the Contract
only as relates to the Athens Property subsequent to the date of this Assignment.



NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereunto
agree as follows:



1. As of the date of this Assignment, Assignor hereby assigns and transfers unto Assignee all of
Assignor’s rights, title and interest to purchase the Athens Property under the Contract as well as
the right to exercise and enforce all of the terms, covenants and conditions of the Contract
related to the Athens Property.



2. Assignee hereby accepts, as of the date of this Assignment, the assignment and transfer of
Assignor’s rights, title and interest in and to the Contract only as related to the Athens Property
(including, without limitation, any obligation to proceed to and effectuate Closing on the Athens
Property under the Contract). With respect to the Athens Property, Assignee hereby assumes and
agrees to be bound by all of the terms and conditions of the Contract from and after the date of
this Assignment, and Assignee represents and warrants that it will perform and observe all the
covenants and conditions therein contained on Assignor’s part to be performed and observed which
accrue after the date of this Assignment.



3. Effective upon the date of this Assignment, with respect to the Athens Property, Assignee shall
be directly and primarily liable to Seller for all obligations arising under the Contract.



4. The Contract shall remain unmodified and in full force and effect and the same is hereby
ratified and confirmed by all parties.



[Signatures on following page]






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IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above
written.



ASSIGNOR



G&E HC REIT II MONUMENT LTACH PORTFOLIO, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

ASSIGNEE



G&E HC REIT II JOPLIN LTACH, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory




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