EX-10.1






FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “First
Amendment”) is entered into as of this 8th day of February, 2010 (the “Effective Date”),
by and between STINGRAY PROPERTIES, LLC, a Minnesota limited liability company (“Seller”); CRYSTAL
BLUE PROPERTIES, LLC, a Minnesota limited liability company, SYLVAN HOLDINGS, LLC, a Minnesota
limited liability company and DR. SAMUEL ELGHOR, an individual (collectively, “Seller Guarantor”);
G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (“Buyer”); and FIRST
AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”).



RECITALS




A. Seller, Seller Guarantor, Grubb & Ellis Equity Advisors, LLC, a Delaware limited liability
company (“GEEA”) and Escrow Agent entered into that certain Real Estate Purchase Agreement and
Escrow Instructions dated January 7, 2010 (the “Original Agreement”) pursuant to which Seller
agreed to sell, and GEEA agreed to purchase, certain real property located in Sartell, Minnesota
and more particularly described in the Original Agreement.



B. Pursuant to that certain Assignment and Assumption of Purchase Agreement and Escrow
Instructions dated January 7, 2010, GEEA assigned all of its right, title and interest in and to
the Original Agreement to Buyer.



C. Seller and Buyer desire to amend the Original Agreement as set forth herein.



AGREEMENT




NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:



1. Due Diligence Period. Section 3.2 is hereby amended by deleting the phrase “the
date that is thirty (30) days after the Effective Date” and replacing it with the following, “March
1, 2010”.



2. Exhibit “G”. Exhibit “G” is hereby deleted in its entirety and Exhibit “G”
attached hereto is inserted in its place.



3. Survival of Obligations. The following Section 9.24 is inserted after the end of
Section 9.23:



9.24 Survival of Obligations



Any provision of this Agreement that requires observance or
performance after the Closing Date shall continue in force and
effect following the Closing Date unless such provision is otherwise
limited by the terms of this Agreement.



4. Entire Agreement. The Original Agreement, as modified by this First Amendment,
constitutes the entire agreement between the parties hereto with respect to the transactions
contemplated therein. Except as modified by this First Amendment, the Original Agreement remains
unchanged and unmodified and in full force and effect, and the parties hereto hereby ratify and
affirm the same.



5. Counterparts. This First Amendment may be executed in any number of counterparts
and it shall be sufficient that the signature of each party appear on one or more such
counterparts. All counterparts shall collectively constitute a single agreement. Signatures to
this First Amendment transmitted by facsimile or electronic mail shall be treated as originals in
all respects.



6. Effective Date. This First Amendment shall become effective and binding upon Buyer
and Seller on the Effective Date without regard to the date on which Seller Guarantor executes this
First Amendment.



[Remainder of page intentionally left blank; signatures to follow on next pages.]IN
WITNESS WHEREOF, the parties hereto have entered into this First Amendment as of the Effective
Date.



	 	 	 
	SELLER:
	 	Stingray Properties, LLC,

a Minnesota limited liability company

By: /s/ Gary W. Verkinnes

Name: Gary W. Verkinnes

Its: Partner







	 	 	 
	 	 	Crystal Blue Properties, LLC,
	 	 	a Minnesota limited liability company
	SELLER GUARANTOR:	 	By: /s/ Gary W. Verkinnes
	 	 	Name: Gary W. Verkinnes
	 	 	Its: Partner
	 	 	Sylvan Holdings, LLC,
	 	 	a Minnesota limited liability company
	 	 	By: /s/ Jeff Gerdes
	 	 	Name: Jeff Gerdes
	 	 	Its: Partner
	 	 	Dr. Samuel Elghor, an individual
	 	 	/s/ Samuel Elghor





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	BUYER:	 	G&E HEALTHCARE REIT II SARTELL MOB, LLC,
	 	 	a Delaware limited liability company
	 	 	By: GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,
	 	 	a Delaware limited partnership
	 	 	Title: Sole Member
	 	 	By: GRUBB & ELLIS HEALTHCARE REIT II, INC.,
	 	 	a Maryland corporation
	 	 	Title: General Partner
	 	 	By: /s/ Shannon KS Johnson
	 	 	Name: Shannon KS Johnson
	 	 	Title: Chief Financial Officer





	 	 	 
	ESCROW AGENT:	First American Title Insurance Company	 
	 	 	By:	 	 	/s/ Barbara Laffer
	 	 	Its:	 	 	Escrow Officer
	EXHIBIT “G”





PERMITTED ENCUMBRANCES





	 	1.	 	Terms and conditions of Final Development Agreement with the City of Sartell, dated
12/16/2004, filed of record 12/27/2004, as document number 1138148.






	 	2.	 	Terms and conditions of Declaration of Easements, Development Standards and Protective
Covenants, dated 12/09/2004, filed of record 12/23/2004, as document number 1138074.






	 	3.	 	Terms an conditions of Declaration of Road Access Restriction, dated 10/19/1999, filed
of record 11/08/1999, as document number 924363.






	 	4.	 	Easement for Utilities, in favor of City of Sartell, dated 07/14/2000, filed of record
08/24/2000, flied of record 08/24/2000, as document number 945936.






	 	5.	 	Easement for Storm Sewer, in favor of City of Sartell, as set forth in Granted
Permanent Easement, dated 06/07/2001, filed of record 06/21/2001, as document number
971558.






	 	6.	 	Easement for Roadway, Drainage and Utilities, in favor of City of Sartell, as set forth
in Permanent Roadway Drainage and Utility Easement, dated 06/07/2002, filed of record
06/19/2002, as document number 1013929.






	 	7.	 	Right-of-way of road along easterly property line, as shown on county half section map.






	 	8.	 	Terms and conditions of Resolution No. 131-05, Vacating a Portion of a Drainage and
Utility Easement, filed of record 06/28/2005, as document number 1158409.






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