EX-4.1






SECOND AMENDED AND RESTATED ESCROW AGREEMENT




CommerceWest Bank, N.A.


2111 Business Center Drive


Irvine, California 92612



Re: Grubb & Ellis Healthcare REIT II, Inc. 



Ladies and Gentlemen:



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 Second Amended and Restated Escrow Agreement (the “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 (i) in the case of subscriptions received from all nonaffiliates of
the Company, other than from residents of Tennessee and Ohio, the Company has received
subscriptions for Stock resulting in a total of 200,000 shares of common stock sold in the Offering
(the “Required Capital”); (ii) in the case of subscriptions received from residents of
Tennessee (“Tennessee Subscribers”), the Company has received subscriptions for Stock from
nonaffiliates of the Company resulting in a total of 1,000,000 shares of common stock sold in the
Offering (the “Tennessee Required Capital”); and (iii) in the case of subscriptions
received from residents of Ohio (“Ohio Subscribers”), the Company has received
subscriptions for Stock from nonaffiliates of the Company resulting in a total of 2,000,000 shares
of common stock sold in the Offering (the “Ohio Required Capital”).



This Agreement amends, restates and replaces in full that certain Amended and Restated Escrow
Agreement, dated as of August 3, 2009, by and between the Company, the Dealer Manager and the
Escrow Agent, which itself amended, restated and replaced in full that certain Escrow Agreement,
dated as of June 22, 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:



2481808 v11




1. Until such time as the Company has received subscriptions for Stock resulting in total
minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow
Account (as defined below) in accordance with paragraph 3(a) hereof, persons subscribing to
purchase the Stock (the “Subscribers”) will be instructed by the Dealer Manager or any
soliciting dealers to remit the purchase price in the form of checks, drafts, wires, Automated
Clearing House (ACH) or money orders (hereinafter, the “instrument of payment”), payable to
the order of “CommerceWest Bank, N.A., Agent for Grubb & Ellis Healthcare REIT II, Inc.” After
subscriptions are received resulting in total minimum capital raised equal to the Required Capital
and such funds are disbursed from the Escrow Account in accordance with paragraph 3(a) hereof,
subscriptions shall be continue to be so submitted and paid for by delivering a check for the full
purchase price made payable to “Grubb & Ellis Healthcare REIT II, Inc.”; provided, however, that
Tennessee Subscribers and Ohio Subscribers shall continue to make checks payable to the order of
“CommerceWest Bank, N.A., Agent for Grubb & Ellis Healthcare REIT II, Inc.” until subscriptions are
received resulting in total minimum capital raised equal to the Tennessee Required Capital or the
Ohio Required Capital, as applicable, and such funds are disbursed from the Tennessee Escrow
Account (as defined below) or the Ohio Escrow Account (as defined below), as applicable, in
accordance with paragraph 3(a) hereof. Within one (1) business day after receipt of an instrument
of payment from the Offering, the Dealer Manager, the Company or their respective agents will (a)
send to the Escrow Agent a copy of the relevant part of each Subscriber’s subscription agreement
showing the Subscriber’s name, address, tax identification number (Substitute IRS Form W-9), number
of shares purchased, and purchase price remitted, and (b) deposit the instrument of payment from
such Subscribers using the Escrow Agent’s electronic facilities, into an interest-bearing deposit
account entitled “Escrow Account for the Benefit of Subscribers for Common Stock of Grubb & Ellis
Healthcare REIT II, Inc.” (the “Escrow Account”), until such Escrow Account has closed
pursuant to paragraph 3(a) hereof; provided, however, that instruments of payment received from
Tennessee Subscribers (as identified as such by the Company) shall be accounted for separately in a
subaccount entitled “Escrow Account for the Benefit of Tennessee Subscribers for Common Stock of
Grubb & Ellis Healthcare REIT II, Inc.” (the “Tennessee Escrow Account”), until such
Tennessee Escrow Account has closed pursuant to paragraph 3(a) hereof; provided, further, that
instruments of payment received from Ohio Subscribers (as identified as such by the Company) shall
be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio
Subscribers for Common Stock of Grubb & Ellis Healthcare REIT II, Inc.” (the “Ohio Escrow
Account”), until such Ohio Escrow Account has closed pursuant to paragraph 3(a) hereof. Each
of the Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account will be established
and maintained in such a way as to permit the interest income calculations described in paragraph
7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately
accounting for Tennessee and Ohio subscription proceeds in the Tennessee Escrow Account and the
Ohio Escrow Account, as applicable, and the Escrow Agent shall be entitled to rely upon information
provided by the Company or its agents in this regard.



2. The Escrow Agent agrees to promptly process for collection the instrument of payment upon
deposit into the Escrow Account, the Tennessee Escrow Account, or the Ohio Escrow Account, as
applicable. Deposits shall be held in the Escrow Account, the Tennessee Escrow Account and the
Ohio Escrow Account, as applicable, until such funds are disbursed in accordance with paragraph 3
hereof. Prior to disbursement of the funds deposited in the Escrow Account, the Tennessee Escrow
Account, or the Ohio Escrow Account, such funds shall not be subject to claims by creditors of the
Company, the Dealer Manager, any soliciting dealer or any of their respective affiliates. If the
instrument of payment is returned to the Escrow Agent for nonpayment prior to receipt of the
Required Capital or, in connection with subscriptions from Tennessee Subscribers, the Tennessee
Required Capital, or, in connection with subscriptions from Ohio Subscribers, the Ohio Required
Capital, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via
mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, the
Tennessee Escrow Account, or the Ohio Escrow Account, as applicable, in the amount of such returned
payment as well as any interest earned on the amount of such payment.



3. (a) Subject to the provisions of subparagraphs 3(b)-3(d) below,



(i) Once the collected funds in the Escrow Account are an amount equal to or greater than the
Required Capital, the Escrow Agent shall, upon receiving written instruction from the Dealer
Manager or the Company, (A) disburse to the Company, by check, ACH or wire transfer, the funds in
the Escrow Account representing the gross purchase price for the Stock, and (B) within five
business days after the first business day of the succeeding month, disburse to the Subscribers or
the Company, as applicable, any interest thereon pursuant to the provisions of subparagraph 3(d).
After such time the Escrow Account shall remain open and the Dealer Manager or Company shall
continue to cause subscriptions for the Stock that are not to be deposited in the Tennessee Escrow
Account or the Ohio Escrow Account to be deposited therein until the Company informs the Escrow
Agent in writing to close the Escrow Account. For purposes of this Agreement, the term “collected
funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels
and are in the form of cash or cash equivalent. After the satisfaction of the aforementioned
provisions of this paragraph 3(a)(i), in the event the Company receives subscriptions made payable
to the Escrow Agent (other than subscriptions that are to be deposited in the Tennessee Escrow
Account or the Ohio Escrow Account), subscription proceeds may continue to be received in this
account generally, but to the extent such proceeds shall not be subject to escrow due to the
satisfaction of the aforementioned provisions of this paragraph 3(a)(i), such proceeds are not
subject to this Agreement and at the instruction of the Dealer Manager or the Company to the Escrow
Agent shall be transferred from the Escrow Account to the Company.



(ii) Regardless of any release of funds from, or the closing of, the Escrow Account, the
Company, the Dealer Manager and soliciting dealers shall continue to forward instruments of payment
received from Tennessee Subscribers for deposit into the Tennessee Escrow Account to the Escrow
Agent until such time as Dealer Manager or the Company notifies the Escrow Agent in writing that
total subscription proceeds (including the amount then in the Tennessee Escrow Account) equal or
exceed the Tennessee Required Capital. Upon the receipt by the Escrow Agent of such notice, the
Escrow Agent shall (A) disburse to the Company, by check, ACH or wire transfer, the funds in the
Tennessee Escrow Account representing the gross purchase price for the Stock, and (B) within five
business days after the first business day of the succeeding month, disburse to the Tennessee
Subscribers or the Company, as applicable, any interest thereon pursuant to the provisions of
subparagraph 3(d). Following such disbursements, the Escrow Agent shall close the Tennessee Escrow
Account, and thereafter any instruments of payment received by the Escrow Agent from Tennessee
Subscribers shall not be subject to this Escrow Agreement and shall be deposited directly into the
Escrow Account (or to the Company, if it has closed the Escrow Account, as instructed in writing by
the Company pursuant to subparagraph 3(a)(i) above).



(iii) Regardless of any release of funds from, or the closing of, the Escrow Account or the
Tennessee Escrow Account, the Company, the Dealer Manager and soliciting dealers shall continue to
forward instruments of payment received from Ohio Subscribers for deposit into the Ohio Escrow
Account to the Escrow Agent until such time as Dealer Manager or the Company notifies the Escrow
Agent in writing that total subscription proceeds (including the amount then in the Ohio Escrow
Account) equal or exceed the Ohio Required Capital. Upon the receipt by the Escrow Agent of such
notice, the Escrow Agent shall (A) disburse to the Company, by check, ACH or wire transfer, the
funds in the Ohio Escrow Account representing the gross purchase price for the Stock, and (B)
within five business days after the first business day of the succeeding month, disburse to the
Ohio Subscribers or the Company, as applicable, any interest thereon pursuant to the provisions of
subparagraph 3(d). Following such disbursements, the Escrow Agent shall close the Ohio Escrow
Account, and thereafter any instruments of payment received by the Escrow Agent from Ohio
Subscribers shall not be subject to this Escrow Agreement and shall be deposited directly into the
Escrow Account (or to the Company, if it has closed the Escrow Account, as instructed in writing by
the Company pursuant to subparagraph 3(a)(i) above).



(b) Within four business days of the close of business on the date that is one year following
commencement of the Offering (the “Expiration Date”), the Escrow Agent shall promptly
notify the Company if it is not in receipt of evidence of deposits for the purchase of Stock
providing for aggregate offering proceeds that equal or exceed the Required Capital (from all
sources but exclusive of any funds received from subscriptions for Stock from entities which the
Company has notified the Escrow Agent are affiliated with the Company). Within ten days following
the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the
collected funds deposited in the Escrow Account, the Tennessee Escrow Account and the Ohio Escrow
Account on behalf of such Subscriber, or shall return the instrument of payment delivered, but not
yet processed for collection prior to such time, in either case, together with interest income
(which interest shall be paid within five business days after the first business day of the
succeeding month) in the amounts calculated pursuant to paragraph 7 for each Subscriber at the
address provided by the Dealer Manager or the Company to the Escrow Agent, which the Escrow Agent
shall be entitled to rely upon. However, the Escrow Agent shall not be required to remit any
payments until the Escrow Agent has collected funds represented by such payments.



(c) If the Company rejects any subscription for which the Escrow Agent has collected funds,
the Escrow Agent shall, upon the written request of the Dealer Manager or the Company, promptly
issue a refund to the rejected Subscriber at the address provided by the Dealer Manager or the
Company, which the Escrow Agent shall be entitled to rely upon. If the Company rejects any
subscription for which the Escrow Agent has not yet collected funds but has submitted the
Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount
of the Subscriber’s check to the rejected Subscriber, at the address provided by the Dealer Manager
or the Company or their respective agents, which the Escrow Agent shall be entitled to rely upon,
after such funds have been collected.



(d) At any time after funds are disbursed upon the Company’s acceptance of subscriptions
pursuant to subparagraph 3(a) above on the fifth business day following the first business day of
the next succeeding month following the date of such acceptance, the Escrow Agent shall promptly
provide directly to each Subscriber the amount of the interest payable to the Subscribers.
However, the Escrow Agent shall not be required to remit any payments until the Escrow Agent has
collected funds represented by such payments. The forgoing notwithstanding, interest, if any,
earned on accepted subscription proceeds will be payable to a Subscriber only if the Subscriber’s
funds have been held in escrow by the Escrow Agent for at least 35 days; interest, if any, earned
on accepted subscription proceeds of Subscribers’ funds held less than 35 days will be payable to
the Company.



In the event that the instrument of payment are returned for nonpayment, the Escrow Agent is
authorized to debit the Escrow Account, the Tennessee Escrow Account, or the Ohio Escrow Account,
as applicable, in accordance with paragraph 2 hereof.



4. The Escrow Agent shall provide the Dealer Manager and the Company with electronic access to view
the account balance and account activity in the Escrow Account, the Tennessee Escrow Account and
the Ohio Escrow Account and shall provide the Company printed monthly statements (or more
frequently as reasonably requested by the Company) on the account balance in each of the Escrow
Account, the Tennessee Escrow Account and the Ohio Escrow Account, and the activity in such
accounts since the last report.



5. Prior to the disbursement of funds deposited in the Escrow Account, the Tennessee Escrow
Account, or the Ohio Escrow Account in accordance with the provisions of paragraph 3 hereof, the
Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived
therefrom in the Escrow Account, the Tennessee Escrow Account, or the Ohio Escrow Account, as
applicable, in the “Short-Term Investments” specified below at the written direction of the
Company, unless the costs to the Company for the making of such investment are reasonably expected
to exceed the anticipated interest earnings from such investment in which case the funds and
interest thereon shall remain in the respective escrow account until the balance in the respective
escrow account reaches the minimum amount necessary for the anticipated interest earnings from such
investment to exceed the costs to the Company for the making of such investment, as determined by
the Company based upon applicable interest rates.



“Short-Term Investments” include obligations of, or obligations guaranteed by, the United
States government or bank money-market accounts or certificates of deposit of national or state
banks that have deposits insured by the Federal Deposit Insurance Corporation (including
certificates of deposit of any bank acting as a depository or custodian for any such funds) which
mature on or before the Expiration Date, unless such instrument cannot be readily sold or otherwise
disposed of for cash by the Expiration Date without any dissipation of the offering proceeds
invested. Without limiting the generality of the foregoing, Exhibit A hereto sets forth
specific Short-Term Investments that shall be deemed permissible investments hereunder.



The following securities are not permissible investments:




(a) money market funds;


(b) corporate equity or debt securities;


(c) repurchase agreements;


(d) bankers’ acceptances;


(e) commercial paper; and


(f) municipal securities.



It is hereby expressly agreed and stipulated by the parties hereto that the Escrow Agent shall not
be required to exercise any discretion hereunder and shall have no investment or management
responsibility and, accordingly, shall have no duty to, or liability for its failure to, provide
investment recommendations or investment advice to the parties hereto. It is the intention of the
parties hereto that the Escrow Agent shall never be required to use, advance or risk its own funds
or otherwise incur financial liability in the performance of any of its duties or the exercise of
any of its rights and powers hereunder.



6. The Escrow Agent is entitled to rely upon written instructions received from the Company or the
Dealer Manager or their respective agents, unless the Escrow Agent has actual knowledge that such
instructions are not valid or genuine; provided that, if in the Escrow Agent’s opinion, any
instructions from the Company or the Dealer Manager or their respective agents are unclear, the
Escrow Agent may request clarification from the Company or the Dealer Manager or their respective
agents, as applicable, prior to taking any action, and if such instructions continue to be unclear,
the Escrow Agent may rely upon written instructions from the Company’s legal counsel in
distributing or continuing to hold any funds. However, the Escrow Agent shall not be required to
disburse any funds attributable to the instrument of payment that have not been processed for
collection, until such funds are collected and then shall disburse such funds in compliance with
the disbursement instructions from the Company or the Dealer Manager or their respective agents.



7. If the Offering terminates prior to receipt of the Required Capital or, with respect to
Tennessee Subscribers and Ohio Subscribers, the Tennessee Required Capital or the Ohio Required
Capital, as applicable, interest income earned on subscription proceeds deposited in the Escrow
Account (the “Escrow Income”), the Tennessee Escrow Account (the “Tennessee Escrow
Income”), or the Ohio Escrow Account (the “Ohio Escrow Income”), shall be remitted to
Subscribers to the address provided by the Dealer Manager or the Company to the Escrow Agent, which
the Escrow Agent shall be entitled to rely upon, or to the Company if the applicable Subscriber’s
funds have been held in escrow by the Escrow Agent for less than 35 days, in accordance with
paragraph 3 and without any deductions for escrow expenses. The Company shall reimburse the Escrow
Agent for all escrow expenses. If the Escrow Agent remits interest income pursuant to this
Agreement, the Escrow Agent shall be responsible for any necessary federal tax reporting associated
with such income; provided, however, that the Escrow Agent shall not be responsible for any other
tax reporting associated with this Agreement. The Escrow Agent shall remit all such Escrow Income,
Tennessee Escrow Income and Ohio Escrow Income in accordance with paragraph 3. If the Company
chooses to leave the Escrow Account open after receiving the Required Capital then it shall make
regular acceptances of subscriptions therein, but no less frequently than monthly, and the Escrow
Income from the last such acceptance shall be calculated and remitted to the Subscribers or the
Company, as applicable, pursuant to the provisions of paragraph 3(d).



8. The Escrow Agent shall receive compensation from the Company as set forth in Exhibit B
attached hereto, which such Exhibit B is hereby incorporated by reference.



9. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to
anyone for any damages, losses, or expenses, except for willful misconduct, breach of trust, or
gross negligence. Accordingly, the Escrow Agent shall not incur any such liability with respect to
any action taken or omitted (a) in good faith upon advice of the Escrow Agent’s counsel given with
respect to any questions relating to the Escrow Agent duties and responsibilities under this
Agreement, or (b) in reliance upon any instrument, including any written instrument or instruction
provided for in this Agreement, not only as to its due execution and validity and effectiveness of
its provisions but also as to the truth and accuracy of information contained therein, which the
Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a
proper person or persons and to conform to the provisions of this Agreement.



10. The Company and the Dealer Manager hereby agree to indemnify and hold the Escrow Agent harmless
against any and all losses, claims, damages, liabilities, and expenses, including reasonable
attorneys’ fees and disbursements, that may be imposed on or incurred by the Escrow Agent in
connection with acceptance of appointment as the Escrow Agent hereunder, or the performance of the
duties hereunder, including any litigation arising from this Agreement or involving the subject
matter hereof, except where such losses, claims, damages, liabilities, and expenses result from
willful misconduct, breach of trust, or gross negligence on the part of the Escrow Agent. Venue
for any action or litigation arising between or among the Company and/or Dealer Manager on one hand
and the Escrow Agent on the other hand involving the subject matter hereof shall lie exclusively in
Orange County, California.



11. In the event of a dispute between the parties hereto sufficient in the Escrow Agent’s
discretion to justify doing so, the Escrow Agent shall be entitled to tender into the registry or
custody of any court of competent jurisdiction all money or property in its hands under this
Agreement, together with such legal pleadings as deemed appropriate, and thereupon be discharged
from all further duties and liabilities under this Agreement. In the event of any uncertainty as to
the duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement
pending order of a court of competent jurisdiction and shall have no liability to the Company or to
any other person as a result of such action. Any such legal action may be brought in such court,
as the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal
proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing.



12. All communications and notices required or permitted by this Agreement shall be in writing and
shall be deemed to have been given when delivered personally or by messenger or by overnight
delivery service or when received via telecopy or other electronic transmission, in all cases
addressed to the person for whom it is intended at such person’s address set forth below or to such
other address as a party shall have designated by notice in writing to the other party in the
manner provided by this paragraph:




(a) if to the Company:




Grubb & Ellis Healthcare REIT II, Inc.


1551 N. Tustin Avenue, Suite 300


Santa Ana, California 92705


Attention: Jeffrey T. Hanson




(b) if to the Dealer Manager:




Grubb & Ellis Securities, Inc.



4 Hutton Centre Drive, Suite 700




Santa Ana, CA 92707


Facsimile No.: (866) 508-4705


Attention: Kevin K. Hull, CEO and President




(c) if to the Escrow Agent:



CommerceWest Bank, N.A.




2111 Business Center Drive


Irvine, California 92612


Attention: Judy Pollock



Each party hereto may, from time to time, change the address to which notices to it are to be
delivered or mailed hereunder by notice in accordance herewith to the other parties.



13. This Agreement shall be governed by the laws of the State of California as to both
interpretation and performance without regard to the conflict of laws rules thereof.



14. The provisions of this Agreement shall be binding upon the legal representatives, successors,
and assigns of the parties hereto.



15. The Company and the Dealer Manager hereby acknowledge that CommerceWest Bank, N.A.


is serving as Escrow Agent only for the limited purposes herein set forth, and hereby agree that
they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have
investigated the desirability or advisability of investment in the Company or have approved,
endorsed, or passed upon the merits of the Stock or the Company, nor shall they use the name of the
Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock other than
by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set
forth.



16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed to be an original.



17. In the event that the Dealer Manager receives the instrument of payment after the Required
Capital, the Tennessee Required Capital, or the Ohio Required Capital, as applicable, has been
received and the proceeds of the Escrow Account, the Tennessee Escrow Account, or the Ohio Escrow
Account, as applicable, have been distributed to the Company, the Escrow Agent is hereby authorized
to deposit such instrument of payment within one (1) business day to any deposit account as
directed by the Company. The application of said funds into a deposit account or to forward such
funds directly to the Company, in either case directed by the Company, shall be a full acquittance
to the Escrow Agent, who shall not be responsible for the application of said funds thereafter.



18. The Escrow Agent shall be bound only by the terms of this Agreement and shall not be bound by
or incur any liability with respect to any other agreements or understanding between any other
parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings.



19. Indemnification provisions set forth herein shall survive the termination of this Agreement.



20. In the event that any part of this Agreement is declared by any court or other judicial or
administrative body to be null, void, or unenforceable, said provision shall survive to the extent
it is not so declared, and all of the other provisions of this Agreement shall remain in full force
and effect.



21. Unless otherwise provided in this Agreement, final termination of this Agreement shall occur on
the date that all funds held in the Escrow Account, the Tennessee Escrow Account and the Ohio
Escrow Account are distributed either (a) to the Company or to Subscribers and the Company has
informed the Escrow Agent in writing to close the Escrow Account pursuant to paragraph 3 hereof or
(b) to a successor escrow agent upon written instructions from the Company.



22. Neither the Escrow Agent, nor its agents, shall have responsibility for accepting, rejecting,
or approving subscriptions. The Escrow Agent, or its agent, shall complete an OFAC search, in
compliance with its policy and procedures, of each subscription check and shall inform the Company
if a subscription check fails the OFAC search. The Dealer Manager shall provide a copy of each
subscription check in order that the Escrow Agent, or its agent, may perform such OFAC search.



23. This Agreement shall not be modified, revoked, released, or terminated unless reduced to
writing and signed by all parties hereto, subject to the following paragraph.



If, at any time, any attempt is made to modify this Agreement in a manner that would increase the
duties and responsibilities of the Escrow Agent or to modify this Agreement in any manner which the
Escrow Agent shall deem undesirable, or at any other time, the Escrow Agent may resign by providing
written notice to the Company and until (a) the acceptance by a successor escrow agent as shall be
appointed by the Company; or (b) sixty (60) days after such written notice has been given,
whichever occurs sooner, the Escrow Agent’s only remaining obligation shall be to perform its
duties hereunder in accordance with the terms of the Agreement.



24. The Escrow Agent may resign at any time from its obligations under this Agreement by providing
written notice to the Company. Such resignation shall be effective on the date specified in such
notice, which shall be not less than thirty (30) days after such written notice has been given.
The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent.



25. The Escrow Agent may be removed for cause by the Company by written notice to the Escrow Agent
effective on the date specified in such written notice. The removal of the Escrow Agent shall not
deprive the Escrow Agent of its compensation earned prior to such removal.



26. The Company shall provide to Escrow Agent any documentation and information reasonably
requested by the Escrow Agent for it to comply with the USA Patriot Act of 2001, as amended from
time to time.



[Signature page follows]






1






Agreed to as of the 26th day of October, 2009.




GRUBB & ELLIS HEALTHCARE REIT II, INC.,


a Maryland corporation




By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

GRUBB & ELLIS SECURITIES, INC.,




a California corporation




By: /s/ Kevin K. Hull

Name: Kevin K. Hull

Title: Chief Executive Officer




The terms and conditions contained above are hereby accepted and agreed to by:



CommerceWest Bank, N.A., as Escrow Agent



By: /s/ Adrian Darmawan

Name: Adrian Darmawan

Title: Executive Vice President and Chief Information Officer




EXHIBIT A




PERMISSIBLE ESCROW INVESTMENTS





	 	(i)	 	Bank accounts;





	 	 	 
	(ii)

(iii)

(iv)

	 	Bank money-market accounts;

Short time certificates of deposit issued by a bank; and

Short-term securities issued or guaranteed by the U.S. government






EXHIBIT B




ESCROW FEES AND EXPENSES




$2,000 escrow fee




2