EX-10.2






SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Second
Amendment”) is entered into as of this 1st day of March, 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”), as amended by that certain
First Amendment to Real Estate Purchase Agreement and Escrow Instructions dated February 8, 2010
(together with the Original Agreement, the “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 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 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. Notwithstanding anything to the contrary in the Agreement,
the parties acknowledge and agree that the Due Diligence Period shall be extended through and shall
expire on Friday, March 5, 2010.



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



3. Counterparts. This Second 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 Second Amendment transmitted by facsimile or electronic mail shall be treated as originals in
all respects.



4. Effective Date. This Second Amendment shall become effective and binding upon
Buyer and Seller on the Effective Date, without regard to the date on which Seller Guarantor or the
Escrow Agent executes this Second Amendment.



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



SELLER GUARANTOR:



Crystal Blue Properties, LLC,





a Minnesota limited liability company



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



BUYER:



G&E HEALTHCARE REIT II SARTELL MOB, LLC,





a Delaware limited liability company



	 	 	 
	By:

Title:
	 	GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,

a Delaware limited partnership

Sole Member

	By:

Title:
	 	GRUBB & ELLIS HEALTHCARE REIT II, INC.,

a Maryland corporation

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