EX-10.1






AMENDED AND RESTATED ADVISORY AGREEMENT




THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of November 14, 2008
and effective as of October 24, 2008 (the “Effective Date”), is by and among GRUBB & ELLIS
HEALTHCARE REIT, INC., a Maryland corporation (the “Company”), GRUBB & ELLIS HEALTHCARE REIT
HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), GRUBB & ELLIS HEALTHCARE REIT
ADVISOR, LLC, a Delaware limited liability company (the “Advisor”) and, solely for purposes of
Sections 17 and 37 of this Agreement, GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia
limited liability company (“GERI”) and amends, restates, and supersedes in its entirety that
certain Advisory Agreement dated September 20, 2006, as amended by a First Amendment to Advisory
Agreement dated November 16, 2006 (collectively, the “Original Advisory Agreement”) executed by the
Company, Partnership, Advisor and GERI. From and after the execution and delivery of this
Agreement, the Original Advisory Agreement shall be of no further force and effect.



WITNESSETH




WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement on Form S-11 (File No. 333-133652) (the “Registration Statement”) covering the initial
public offering of its common stock, par value $0.01 per share (the “Shares”);



WHEREAS, the Company has qualified as a REIT (as defined below), and intends to continue to
invest its funds in investments permitted by the terms of the Company’s Articles of Incorporation
and Sections 856 through 860 of the Code (as defined below);



WHEREAS, the Company is the general partner of the Partnership and intends to continue to
conduct all of its business and make all of its investments in Properties and Real Estate Related
Securities through the Partnership;



WHEREAS, the Company and the Partnership desire to avail themselves of the experience, sources
of information, advice, assistance and certain facilities available to the Advisor (as defined
below) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of, and subject to the supervision of, the Board of Directors of the Company all as provided
herein; and



WHEREAS, the Advisor is willing to undertake to render such services, subject to the
supervision of the Board of Directors, on the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:



1. Definitions. As used in this Agreement, the following terms have the
definitions hereinafter indicated:



Acquisition Expenses. Any and all expenses incurred by the Company, the Partnership, the
Advisor, or any Affiliate of either in connection with the selection, evaluation, acquisition and
development of, and investment in Properties, whether or not acquired or made so long as the Board
of the Company approved the acquisition of the Properties, including, but not limited to, legal
fees and expenses, travel and communications expenses, cost of appraisals and surveys,
nonrefundable option payments on property not acquired, accounting fees and expenses, computer use
related expenses, architectural, engineering and other property reports, environmental and asbestos
audits, title insurance and escrow fees, loan fees or points or any fee of a similar nature paid to
a third party, however designated, transfer taxes, and personnel and miscellaneous expenses related
to the selection, evaluation and acquisition of properties.



Acquisition Fee. The Acquisition Fee payable to the Advisor as defined in Section
8(a).



Advisor. Grubb & Ellis Healthcare REIT Advisor, LLC, a Delaware limited liability company,
any successor advisor to the Company and the Partnership to which Grubb & Ellis Healthcare REIT
Advisor, LLC or any successor advisor subcontracts substantially all of its functions.



Affiliate or Affiliated. An Affiliate of another Person includes only the following: (i) any
Person directly or indirectly owning, controlling, or holding with the power to vote ten percent
(10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten
percent (10%) or more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held, with power to vote, by such other Person; (iii) any Person directly or
indirectly controlling, controlled by, or under common control with such other Person; (iv) any
executive officer, director, trustee, or general partner of such other Person; and (v) any legal
entity for which such Person acts as an executive officer, director, trustee, or general partner.
An entity shall not be deemed to control or be under common control with an Advisor-sponsored
program unless (i) the entity owns ten percent (10%) or more of the voting equity interests of such
program or (ii) a majority of the board of directors (or equivalent governing body) of such program
is comprised of Affiliates of the entity.



Appraised Value. Value according to an appraisal made by an Independent Appraiser.



Articles of Incorporation. The Articles of Incorporation of the Company under Title 2 of the
Corporations and Associations Article of the Annotated Code of Maryland dated as of April 20, 2006,
as amended from time to time.



Asset Management Fee. The Asset Management Fee payable to the Advisor as defined in
Section 8(b).



Average Invested Assets. For a specified period, the average of the aggregate Book Value of
the assets of the Company invested, directly or indirectly, in Real Estate Related Securities or
Properties, before reserves for depreciation, bad debts or other similar non-cash reserves,
computed by taking the average of such values at the end of each month during such period.



Board of Directors or Board. The persons holding such office, as of any particular time,
under the Articles of Incorporation of the Company, whether they be the Directors named therein or
additional or successor Directors.



Book Value. The value of an asset on the books of the Company, before allowance for
depreciation or amortization.



Bylaws. The bylaws of the Company, as the same are in effect from time to time.



Capped O&O Expenses. All Organizational and Offering Expenses other than selling commissions,
the marketing support fee and the due diligence reimbursement as described under “Plan of
Distribution” to the Registration Statement.



Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful
misconduct or willful or grossly negligent breach of fiduciary duty by the Advisor, or a material
breach of this Agreement by the Advisor, provided that (i) the Advisor does not cure any such
material breach within thirty (30) days of receiving notice of such material breach from the
Company or the Partnership, or (ii) such material breach is not of a nature that can be remedied
within such period.



Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute
thereto. Reference to any provision of the Code shall mean such provision as in effect from time
to time, as the same may be amended, and any successor provision thereto, as interpreted by any
applicable regulations as in effect from time to time.



Company. Grubb & Ellis Healthcare REIT, Inc., a corporation organized under the laws of the
State of Maryland.



Competitive Real Estate Commission. A real estate or brokerage commission for the purchase or
sale of a property which is reasonable, customary, and competitive in light of the size, type, and
location of the property.



Contract Purchase Price. The amount actually paid or allocated by the Company in respect of
the purchase, development, construction or improvement of a Property, or the amount funded to
acquire or originate a Real Estate Related Security, in each case exclusive of Acquisition Fees and
Acquisition Expenses.



Contract Sales Price. The total consideration received by the Company for the sale of a
Property exclusive of the applicable Disposition Fee.



Director. A member of the Board of Directors of the Company.



Disposition Fee. The fee payable to the Advisor under certain circumstances in connection
with the Sale of one or more Properties pursuant to Section 8(c).



Distributions. Any distributions of money or other property by the Company to owners of
Shares, including distributions that may constitute a return of capital for federal income tax
purposes.



Fiscal Year. Any period for which any income tax return is submitted by the Company to the
Internal Revenue Service and which is treated by the Internal Revenue Service as a reporting
period.



Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a
satisfactory agreement from any successor to the Company and the Partnership to assume and agree to
perform the Company’s and the Partnership’s obligations under this Agreement; or (ii) any material
breach of this Agreement by the Company, provided that (x) the Company does not cure such material
breach within thirty (30) days of receiving notice of such material breach from the Advisor, or (y)
such material breach is not of a nature that can be remedied within such period.



Gross Income. All cash receipts derived from the operation of any Property, excluding (i)
tenant security deposits unless and until such deposits are forfeited upon a tenant default and
(ii) proceeds from insurance claims, condemnation proceedings, sales or refinancings.



Gross Offering Proceeds. The aggregate purchase price of all Shares sold for the account of
the Company through an Offering, without deduction for volume discounts or Organizational and
Offering Expenses. For the purpose of computing Gross Offering Proceeds, the purchase price of any
Share for which reduced selling commissions are paid to the dealer manager or a soliciting dealer
(where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the
offering price per Share pursuant to the prospectus for such Offering without reduction.



Grubb & Ellis Realty Investors, LLC. Grubb & Ellis Realty Investors, LLC, a Virginia limited
liability company.



Independent Appraiser. A person or entity with no material current or prior business or
personal relationship with the Advisor or the Directors, who is engaged to a substantial extent in
the business of rendering opinions regarding the value of assets of the type held by the Company,
and who is a qualified appraiser of real estate as determined by the Board. Membership in a
nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or
the Society of Real Estate Appraisers shall be conclusive evidence of such qualification.



Independent Director. A Director who is not and within the last two years has not been
directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the
Advisor or its Affiliates, (ii) employment by the Advisor or its Affiliates, (iii) service as an
officer or director of the Advisor or its Affiliates, (iv) performance of services, other than as a
Director, for the Company, (v) service as a director or trustee of more than three REITs advised by
the Advisor, or (vi) maintenance of a material business or professional relationship with the
Advisor or any of its Affiliates. A business or professional relationship is considered material
if the gross income derived by the Director from the Advisor and Affiliates (excluding fees for
serving as a director of the Company or other REIT or real estate programs organized or advised by
the Advisor or its Affiliates) exceeds five percent (5%) of either the Director’s annual gross
income during either of the last two years or the Director’s net worth on a fair market value
basis. An indirect relationship shall include circumstances in which a Director’s spouse, parents,
children, siblings, mothers or fathers-in-law, sons or daughters-in-law, or brothers or
sisters-in-law is or has been associated with the Advisor, any of its Affiliates, or the Company.



Joint Venture. Any joint venture, partnership, limited liability company or other Affiliate
of the Company (other than the Partnership) that owns, in whole or in part on behalf of the
Company, any Properties.



Lease Fee. The Lease Fee payable to the Advisor, an Affiliate of the Advisor or a
non-Affiliated third party as the Property Manager as defined in Section 8(d).



Listing. The term “Listing” shall mean that the Shares have been approved for trading on (i)
the New York Stock Exchange, the American Stock Exchange, or the Global Market or the Global Select
Market of the Nasdaq Stock Market (or any successor to such entities) or (ii) a national securities
exchange (or tier or segment thereof) that has listing standards that the Securities and Exchange
Commission has determined by rule are substantially similar to the listing standards applicable to
securities described in Section 18(b)(1)(A) of the Securities Act of 1933, as amended. Upon such
Listing, the Shares shall be deemed Listed.



NASAA Guidelines. The NASAA Statement of Policy Regarding Real Estate Investment Trusts as in
effect on the date hereof.



Net Income. For any period, the total revenues applicable to such period, less the total
expenses applicable to such period excluding additions to reserves for depreciation, bad debts or
other similar non-cash reserves; provided, however, Net Income for purposes of calculating total
allowable Operating Expenses (as defined herein) shall exclude the gain from the sale of the
Company’s assets.



Offering. Any offering of Shares that is registered with the SEC, excluding Shares offered
under any employee benefit plan.



Offering Stage. The period from the commencement of the Company’s initial public equity
offering through the termination of the Company’s last public equity offering prior to Listing, but
in no event later than September 20, 2009. For purposes of this definition, “public equity
offering” does not include offerings on behalf of selling stockholders or offerings related to a
distribution reinvestment plan, employee benefit plan or the redemption of interests in the
Partnership.



Operating Expenses. All costs and expenses incurred by the Company, as determined under
generally accepted accounting principles, which in any way are related to the operation of the
Company or to Company business, including fees paid to the Advisor, but excluding (i) the expenses
of raising capital such as Organizational and Offering Expenses, legal, audit, accounting,
underwriting, brokerage, listing, registration, and other fees, printing and other such expenses
and tax incurred in connection with the issuance, distribution, transfer, registration and Listing
of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as
depreciation, amortization and bad loan reserves, (v) incentive fees paid in compliance with
Section IV.F of the NASAA Guidelines and (vi) Acquisition Fees and Acquisition Expenses, real
estate commissions on resale of property, and other expenses connected with the acquisition,
disposition, and ownership of real estate interests, mortgage loans or other property (such as the
costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of
property).



Organizational and Offering Expenses. Any and all costs and expenses, including selling
commissions, the marketing support fee and the due diligence expense reimbursement, incurred by the
Advisor or any Affiliate in connection with the formation, qualification and registration of the
Company and the marketing and distribution of the Shares, including, without limitation, the
following: total underwriting and brokerage discounts and commissions (including fees of the
underwriter’s attorneys); printing, engraving, mailing and distributing costs; salaries of
employees while engaged in sales activity; telephone and other telecommunications costs; all
advertising and marketing expenses (including the costs related to investor and broker-dealer sales
meetings); charges of transfer agents, registrars, trustees, escrow holders, depositories and
experts; and fees, expenses and taxes related to the filing, registration and qualification of the
sale of the Shares under federal and state laws, including accountants’ and attorneys’ fees.



Partnership. Grubb & Ellis Healthcare REIT Holdings, LP, a Delaware limited partnership
formed to own and operate properties on behalf of the Company.



Partnership Agreement. The Agreement of Limited Partnership of the Partnership, as amended
from time to time, between the Company, as General Partner and the Advisor, as the initial Limited
Partner.



Person. An individual, corporation, partnership, estate, trust (including a trust qualified
under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or
to be used exclusively for the purposes described in Section 642(c) of the Code, association,
private foundation within the meaning of Section 509(a) of the Code, joint stock company or other
entity, or any government or any agency or political subdivision thereof, and also includes a group
as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.



Property or Properties. Any land, rights in land (including leasehold interests), and any
buildings, structures, improvements, furnishings, fixtures and equipment located on or used in
connection with land and rights or interests in land, or any portion thereof, transferred or
conveyed to the Company or the Partnership, either directly or indirectly, or such investments the
Board of Directors and the Advisor mutually designate as Properties to the extent such investments
could be classified as either Properties or Real Estate Related Securities.



Property Management Fee. The Property Management Fee payable to the Advisor, an Affiliate of
the Advisor or a non-Affiliated third party as the Property Manager as defined in Section
8(d).



Property Manager. Any entity that has been retained to perform and carry out property rental,
leasing, operation and management services at one or more of the Properties, excluding persons,
entities or independent contractors retained or hired to perform facility management or other
services or tasks at a particular Property.



REIT. A real estate investment trust under Sections 856 through 860 of the Code.



Real Estate Related Securities. Any real estate related securities investments transferred or
conveyed to the Company or the Partnership, either directly or indirectly, or such investments the
Board of Directors and the Advisor mutually designate as Real Estate Related Securities to the
extent such investments could be classified as either Real Estate Related Securities or Properties.



Sale or Sales. (i) Any transaction or series of transactions whereby: (A) the Company or the
Partnership (except as described in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of any Property or portion thereof, including the lease of
any Property consisting of the building only, and including any event with respect to any Property
which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the
Company or the Partnership (except as described in other subsections of this definition) sells,
puts, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest
of the Company or the Partnership in any joint venture in which it is a co-venturer or partner; (C)
any joint venture (except as described in other subsections of this definition) in which the
Company or the Partnership as a co-venturer or partner sells, grants, transfers, conveys, or
relinquishes its ownership of any Property or portion thereof, including any event with respect to
any Property which gives rise to insurance claims or condemnation awards; (D) the Company or the
Partnership directly or indirectly (except as described in other subsections of this definition)
sells, grants, conveys or relinquishes its interest in any loan or mortgage or any portion thereof
(including with respect to any mortgage or loan, all payments thereunder or in satisfaction thereof
other than regularly scheduled interest payments) of amounts owed pursuant to such loan or mortgage
and any event which gives rise to the payment of a significant amount of insurance proceeds or
condemnation or similar award; or (E) the Company or the Partnership directly or indirectly (except
as described in other subsections of this definition) sells, grants, transfers, conveys or
relinquishes its ownership of any other Property not previously described in this definition or any
portion thereof, but (ii) not including any transaction or series of transactions specified in
clause (i)(A), (i)(B), (i)(C), (i)(D) or (i)(E) above in which the proceeds of such transaction or
series of transactions are reinvested in one or more Properties within one hundred eighty (180)
days thereafter.



Stockholders. The registered holders of the Shares.



Total Development Cost. With regard to any Property acquired by the Company prior to or
during the development or acquisition stages, all costs and expenses paid or incurred by the
Company that are in any way related to the development of such Property, including, but not limited
to, land and construction costs.



2%/25% Guidelines. The requirement pursuant to the NASAA Guidelines that, in any twelve
(12)-month period, total Operating Expenses not exceed the greater of two percent (2%) of the
Company’s Average Invested Assets during such twelve (12)-month period or twenty-five percent (25%)
of the Company’s Net Income over the same twelve (12)-month period.



2. Appointment. The Company and the Partnership appoints the Advisor to
serve as its advisor and asset manager as of the Effective Date, on the terms and conditions set
forth in this Agreement, and the Advisor accepts such appointment as of the Effective Date.



3. Duties and Authority of the Advisor. The Advisor undertakes to use its
reasonable efforts (1) to present to the Company and the Partnership potential investment
opportunities in order to provide a continuing and suitable investment program consistent with the
investment objectives and policies of the Company as determined and adopted from time to time by
the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an
overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and
quality not less than those generally performed by professional asset managers of other similar
property portfolios. The Advisor shall make available the full benefit of the judgment, experience
and advice of the members of the Advisor’s organization and staff with respect to the duties it
will perform under this Agreement. The Advisor may also engage a Property Manager, which may
include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the
Advisor’s performance of these undertakings, but subject to the restrictions included in
Sections 4 and 7 and the provisions of Section 11 and to the continuing and
exclusive authority of the Board and the general partner of the Partnership, the Company and the
Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to,
either directly or by engaging an Affiliate:



(a) serve as the Company’s and the Partnership’s investment and financial advisor
and, as requested by the Board, provide research and economic and statistical data in connection
with the Company’s assets and investment policies;



(b) provide the daily management of the Company and the Partnership and perform and
supervise the various administrative functions reasonably necessary for the management of the
Company and the Partnership;



(c) maintain and preserve the books and records of the Company, including (i) a
stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares,
(ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the
performance by a third party transfer agent, and (iii) maintaining the accounting and other
record-keeping functions at the Property and Company levels;



(d) investigate, select, and, on behalf of the Company and the Partnership, engage
and conduct business with such Persons as the Advisor deems necessary to the proper performance of
its obligations hereunder, including but not limited to consultants, accountants, correspondents,
lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow
agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks,
builders, developers, property owners, real estate management companies, real estate operating
companies, securities investment advisors, mortgagors, and any and all agents for any of the
foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by
the Advisor necessary or desirable for the performance of any of the foregoing services, including
but not limited to entering into contracts in the name of the Company and the Partnership with any
of the foregoing;



(e) make investments in and dispositions of Real Estate Related Securities within
the discretionary limits and authority as granted by the Board and in accordance with the Articles
of Incorporation;



(f) consult with the officers of the Company and the Board and assist the Board in
the formulation and implementation of the Company’s financial policies, and, as necessary, furnish
the Board with advice and recommendations with respect to the making of investments consistent with
the investment objectives and policies of the Company and in connection with any borrowings
proposed to be undertaken by the Company and the Partnership;



(g) select joint venture partners, structure corresponding agreements and oversee
and monitor these relationships;



(h) recommend to the Board of Directors appropriate transactions which would provide
liquidity to the Stockholders;



(i) oversee the performance by a third party or Affiliated Property Manager of its
duties, including collection of payments due from third parties under contracts related to use of
any Property and other assets of the Company and payment of Property expenses and maintenance;



(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably
necessary) of the Properties to inspect the physical condition of the Properties and to evaluate
the performance of a third party or Affiliated Property Manager of its duties;



(k) review, analyze and comment upon the operating budgets, capital budgets and
leasing plans prepared and submitted by a third party or Affiliated Property Manager and aggregate
these property budgets into the Company’s overall budget;



(l) review and analyze on-going financial information pertaining to each Property,
each Real Estate Related Security and the overall portfolio of Properties and Real Estate Related
Securities;



(m) if a transaction requires approval by the Board of Directors, deliver to the
Board of Directors all documents requested by them in their evaluation of the proposed investment
in the Property or the Real Estate Related Security;



(n) formulate and oversee the implementation of strategies for the administration,
promotion, management, operation, maintenance, improvement, financing and refinancing, marketing,
leasing, and disposition of Properties on an overall portfolio basis;



(o) subject to the provisions of Sections 3(m) and 4 hereof, (i)
locate, analyze and select potential investments in Properties, (ii) structure and negotiate the
terms and conditions of transactions pursuant to which investment in Properties will be made; (iii)
make investments in Properties on behalf of the Company or the Partnership in compliance with the
investment objectives and policies of the Company; (iv) arrange for financing and refinancing and
make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from
the sale of, or otherwise deal with the investments in, Property; (v) enter into leases, supply
agreements and other income-producing contracts relating to third party use of any Property and
other assets of the Company; (vi) enter into service contracts for any Property, including
oversight of Affiliated companies that perform property management services for the Company and the
Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other
non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary,
perform all other operational functions for the maintenance and administration of such Property;



(p) obtain the prior approval of the Board, any particular Directors specified by
the Board or any committee of the Board, as the case may be, for any and all investments in
Properties;



(q) negotiate on behalf of the Company and the Partnership with banks or lenders for
loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with
investment banking firms and broker-dealers or negotiate private sales of Shares and other
securities or obtain loans for the Company and the Partnership, but in no event in such a way so
that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees
and costs payable to third parties incurred by the Advisor in connection with the foregoing shall
be the responsibility of the Company or the Partnership;



(r) on behalf of the Company and the Partnership, maintain, with respect to any
Property and to the extent available, title insurance or other assurance of title and customary
fire, casualty and public liability insurance;



(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where
appropriate, concerning the value of investments or contemplated investments of the Company and the
Partnership in Properties or Real Estate Related Securities;



(t) from time to time, or at any time reasonably requested by the Board, provide
information or make reports to the Board related to its performance of services to the Company and
the Partnership under this Agreement;



(u) from time to time, or at any time reasonably requested by the Board, make
reports to the Board of the investment opportunities it has presented to other Advisor-sponsored
programs or that it has pursued directly or through an Affiliate;



(v) provide the Company and the Partnership with all necessary cash management
services;



(w) deliver to or maintain on behalf of the Company copies of all appraisals
obtained in connection with the investments in Properties and all valuations of Real Estate Related
Securities as may be required to be obtained by the Board;



(x) notify the Board of all proposed material transactions before they are
completed;



(y) at the direction of Company management, prepare the Company’s periodic reports
and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s
Post-Effective Amendments to the Registration Statement as well as all related prospectuses,
prospectus supplements and supplemental sales literature and assist in connection with the filing
of such documents with the appropriate regulatory authorities;



(z) supervise the preparation and filing and distribution of returns and reports to
governmental agencies and to investors and act on behalf of the Company in connection with investor
relations;



(aa) effect any private placements of Shares or other interests in Properties as may
be approved by the Board;



(bb) establish and maintain bank accounts on behalf of the Company and the
Partnership pursuant to Section 5 of this Agreement;



(cc) provide office space, equipment and personnel as required for the performance
of the foregoing services as the Advisor;



(dd) use reasonable efforts to cooperate with the Company, consistent with the
Company’s current strategic plan (which may change from time to time) to self-manage operations and
to achieve substantial self-management by the end of the Offering Stage pursuant to Section
11 below;



(ee) continue to timely provide key asset information to the Company and proactively
manage, with Company approval, the Properties and Real Estate Related Securities on a coordinated
basis. The Advisor will work directly with and will timely provide information to and incorporate
the approval of designated Company representatives (including the Company’s Chief Executive
Officer, any asset manager or managers engaged by the Company and the Company’s executive
management team), both at the asset management and property management levels. The parties will
review existing processes and procedures (including property specific budgeting, leasing and
releasing, capital improvements, etc.), and provide for Company approval of all material matters,
consistent with the Company’s transition to self-management; and



(ff) do all things it reasonably deems necessary to assure its ability to render the
services described in this Agreement.



4. Modification or Revocation of Authority of Advisor. The Board may, at
any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set
forth in Section 3; provided, however, that such modification or revocation shall be
effective upon receipt by the Advisor and shall not be applicable to investment transactions to
which the Advisor has committed the Company and the Partnership prior to the date of receipt by the
Advisor of such notification.



5. Bank Accounts. At the direction of the Board of Directors, the Advisor
may establish and maintain one or more bank accounts in its own name for the account of the Company
and the Partnership or in the name of the Company and the Partnership and may collect and deposit
into any such account or accounts, and disburse from any such account or accounts, any money on
behalf of the Company and the Partnership, under such terms and conditions as the Board may
approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor
shall from time to time render appropriate accountings of such collections and payments to the
Board and to the auditors of the Company.



6. Records; Access. The Advisor shall maintain appropriate records of all
its activities hereunder and make such records available for inspection by the Board and by
counsel, auditors and authorized agents of the Company, at any time or from time to time during
normal business hours. The Advisor shall at all reasonable times have access to the books and
records of the Company and the Partnership.



7. Limitations on Activities. Anything else in this Agreement to the
contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole
judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b)
subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c)
violate any law, rule, regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company or the Partnership, its Shares or its other securities, or otherwise
not be permitted by the Articles of Incorporation or Bylaws of the Company, except if such action
shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the
Advisor’s judgment of the potential impact of such action and shall refrain from taking such action
until it receives further clarification or instructions from the Board. In such event the Advisor
shall have no liability for acting in accordance with the specific instructions of the Board so
given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and
stockholders, and stockholders, directors and officers of the Advisor’s Affiliates shall not be
liable to the Company, the Partnership, the Board or to the Stockholders for any act or omission by
the Advisor, its directors, officers, employees or stockholders, or stockholders, directors or
officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their
duties under this Agreement except as provided in Sections 23 and 24 of this
Agreement.



8. Fees.



(a) Acquisition Fee.



(i) The Advisor or its Affiliates shall receive as compensation for services
rendered in connection with the investigation, selection and acquisition of Properties or Real
Estate Related Securities (by purchase, investment or exchange) funded by equity raised during the
Offering Stage by the Advisor or its Affiliates, including any acquisitions completed after the end
of the Offering Stage and/or the termination of this Agreement an acquisition fee payable by the
Company (the “Acquisition Fee”). The Acquisition Fees shall be calculated as provided below.



(ii) The total Acquisition Fee paid to the Advisor or its Affiliates for services
provided by the Advisor, its Affiliates or sub-contractors thereof, but excluding real estate
commissions paid to real estate broker Affiliates of the Advisor, shall be (x) with respect to Real
Estate Related Securities, one and one-half percent (1.5%) of the Contract Purchase Price of each
such Real Estate Related Security and (y) with respect to Properties, determined as follows:




	 	(A)	 	for the first Three Hundred Seventy-Five Million Dollars
($375,000,000) in aggregate Contract Purchase Price for Properties acquired
directly or indirectly by the Company after the Effective Date, two and
one-half percent (2.5%) of the Contract Purchase Price of each such Property;






	 	(B)	 	for the second Three Hundred Seventy-Five Million Dollars
($375,000,000) in aggregate Contract Purchase Price for Properties acquired
directly or indirectly by the Company after the Effective Date, two percent
(2.0%) of the Contract Purchase Price of each such Property; provided that if
based on reasonable projections regarding the net proceeds to be obtained from
the Company’s initial public offering (assuming the use of leverage equal to
50% of the Contract Purchase Price for the Company’s Properties and taking into
account actual or anticipated purchases of Real Estate Related Securities) the
Company does not believe that the Company will have adequate net proceeds to be
able to acquire the full Three Hundred Seventy-Five Million Dollars
($375,000,000) in aggregate Contract Purchase Price for Properties contemplated
by this clause (B), then the Acquisition Fee for the remaining Properties to be
acquired shall be adjusted downward, but not below one and one-half percent
(1.5%); and






	 	(C)	 	for above Seven Hundred Fifty Million Dollars ($750,000,000) in
aggregate Contract Purchase Price for Properties acquired directly or
indirectly by the Company after the Effective Date, two and one-quarter percent
(2.25%) of the Contract Purchase Price of each such Property.





(iii) In the event that (x) the Advisor terminates this Agreement other than
pursuant to Section 20(c) and (y) the average Acquisition Fee for acquisitions taking place
after the Effective Date for which the Advisor is entitled to a fee exceeds an average of two and
one-quarter percent (2.25%) for Properties (for whatever reason), the Company shall be entitled to
repayment in the amount equal to the aggregate amount of such Acquisition Fees over such average.
If the Company is entitled to repayment of any Acquisitions Fees pursuant to this Section
8(a)(iii), then the Advisor shall repay such amounts within five (5) business days of the date
of termination.



(iv) At the Advisor’s discretion, a portion of the Acquisition Fee may be paid to
third-party developers for services rendered. Acquisition Fees shall be payable on the acquisition
of a specific Property, on the acquisition of a portfolio of Properties through a purchase of
assets, controlling securities or by joint venture, by a merger or similar business combination or
other comparable transaction, or on the completion of development of a Property or Properties for
the Company, including the acquisition of any Properties funded by equity raised during the
Offering Stage by the Advisor or its Affiliates which are completed after the end of the Offering
Stage and/or the termination of this Agreement. However, the total of all Acquisition Fees and
Acquisition Expenses payable with respect to any Property or Real Estate Related Security that is
acquired shall not exceed six percent (6%) of the Contract Purchase Price or the Total Development
Cost (as applicable) of such Property or Real Estate Related Security unless fees in excess of such
amount are approved by a majority of the Board of Directors, including a majority of the
Independent Directors, and the total of all Acquisition Fees and Acquisition Expenses payable with
respect to all Properties or Real Estate Related Securities, whether or not acquired, shall not
exceed six percent (6%) of the Contract Purchase Price or the Total Development Cost (as
applicable) of the Properties and Real Estate Related Securities actually acquired unless fees in
excess of such amount are approved by a majority of the Board of Directors, including a majority of
the Independent Directors.



(b) Asset Management Fee. Subject to the overall limitations contained below in
this Section 8(b), commencing on the Effective Date, the Advisor shall be paid a monthly
fee for the services rendered in connection with the management of the Company’s assets (the “Asset
Management Fee”) in an amount equal to one-twelfth of one-half of one percent (0.5%) of the Average
Invested Assets calculated as of the close of business on the last day of each preceding month;
provided, however, that the Company’s obligation to pay the Asset Management Fee shall be subject
to the Stockholders receiving annualized Distributions in an amount equal to five percent (5%) per
annum of Invested Capital (as such term is defined in the Articles of Incorporation). The Asset
Management Fee shall be payable by the Company in cash or in Shares at the election of the Advisor
in whole or in part, from time to time, by the Advisor (without interest); provided, however, that
the Company may object to the Advisor’s election and refuse to pay the Advisor in Shares if such
payment would result in a conflict with any provision of the Articles of Incorporation. If the
Advisor elects to receive the Asset Management Fee in the form of Shares and such election does not
conflict with any provision of the Articles of Incorporation, then the Shares shall be valued at a
price per share equal to the average closing price of the Shares over the ten trading days
immediately preceding the date of such election if the Shares are Listed at such time. If the
Shares are not Listed and the Company is still in its Offering Stage at such time, the Advisor will
estimate the per share value of the Shares at a price per share equal the most recent price paid to
acquire a Share (excluding any Shares sold at purchase price discounts for certain categories of
purchasers). If the Shares are not Listed and the Offering Stage has been completed for twelve
(12) months at such time, the Shares shall be valued at a price per share equal the published
annual estimated value of the shares as determined by the Advisor based upon the Appraised Value of
the Properties on the date of election.



(c) Disposition Fee. If the Advisor or an Affiliate of the Advisor provides a
substantial amount of the services (as determined by a majority of the Independent Directors) in
connection with the Sale of one or more Properties, the Advisor or such Affiliate shall receive at
closing a disposition fee equal to the lessor of (i) one and three quarters percent (1.75%) of the
Contract Sales Price of such Property or Properties, or (ii) fifty percent (50%) of a Competitive
Real Estate Commission given the circumstances surrounding the sale (the “Disposition Fee”). In
each case in which a Disposition Fee may be payable, the precise amount of the fee within the
limits set forth in the preceding sentence shall be determined by the Board, including a majority
of the Independent Directors, based upon the extent of the services provided by the Advisor or its
Affiliate and market norms for the services provided. Notwithstanding anything to the contrary
herein, no Disposition Fee shall be payable to the Advisor or its Affiliate for Property Sales if
such Sales involve the Company selling all or substantially all of its Properties in one or more
transactions designed to effectuate a business combination transaction (as opposed to a Company
liquidation, in which case the Disposition Fee would be payable if the Advisor or an Affiliate
provides a substantial amount of services as provided above). Any Disposition Fee payable under
this section may be paid in addition to real estate commissions paid to non-Affiliates, provided
that the total real estate commissions (including such Disposition Fee) paid to all Persons by the
Company for each Property shall not exceed an amount equal to the lesser of (i) six percent (6%) of
the Contract Sales Price of the Property or (ii) the Competitive Real Estate Commission for the
Property.



(d) Property Management Fee; Lease Fee. Either the Advisor, an Affiliate of the
Advisor or a non-Affiliated third party as the Property Manager shall receive a monthly property
management fee equal to four percent (4%) of the monthly Gross Income from each Property managed by
such Property Manager (the “Property Management Fee”). In addition, the Advisor, an Affiliate of
the Advisor or a non-Affiliated third party as the Property Manager may receive a separate fee for
any leasing activities in an amount not to exceed the fee customarily charged in arm’s length
transactions by others rendering similar services in the same geographic area for similar
properties, as determined by a survey of brokers and agents in such area (the “Lease Fee”). The
Lease Fee is generally expected to range from three percent (3%) to eight percent (8%) of the gross
revenues generated during the initial term of the lease. In addition to the above Property
Management Fee and Lease Fee, for each Property managed directly by a non-Affiliated Property
Manager but where an Affiliate of the Advisor has oversight responsibility over such non-Affiliated
Property Manager, the Company will pay such Affiliate of the Advisor a monthly oversight fee of up
to one percent (1%) of the Gross Income from the Property.



9. Expenses.



(a) Reimbursable Expenses. In addition to the compensation paid to the Advisor
pursuant to Section 8 hereof, the Company or the Partnership shall pay directly or
reimburse the Advisor for all of the expenses paid or incurred by the Advisor (to the extent not
reimbursable by another party, such as the dealer manager) in connection with the services it
provides to the Company and the Partnership pursuant to this Agreement, including, but not limited
to:



(i) the Organizational and Offering Expenses; provided, however, that within sixty
(60) days after the end of the month in which an Offering terminates, the Advisor shall reimburse
the Company to the extent (i) Capped O&O Expenses borne by the Company exceed the maximum amount
permitted pursuant to the prospectus for the Offering and (ii) Organizational and Offering Expenses
borne by the Company exceed fifteen percent (15%) of the Gross Offering Proceeds raised in a
completed Offering;



(ii) Acquisition Fees and Acquisition Expenses incurred in connection with the
selection and acquisition of Properties, subject to the aggregate six percent (6%) cap on
Acquisition Fees and Acquisition Expenses set forth in Section 8(a) above;



(iii) the actual cost of goods and services used by the Company and obtained from
entities not Affiliated with the Advisor, other than Acquisition Expenses, including brokerage fees
paid in connection with the purchase and sale of Real Estate Related Securities;



(iv) interest and other costs for borrowed money, including discounts, points and
other similar fees;



(v) taxes and assessments on income of the Company or any of the Properties;



(vi) costs associated with insurance required in connection with the business of the
Company or by the Board;



(vii) expenses of managing and operating Properties owned by the Company, whether
payable to an Affiliate of the Company or a non-Affiliated Person;



(viii) all compensation and expenses payable to the Company’s employees and
Independent Directors and all expenses payable to the non-Independent Directors in connection with
their services to the Company and the Stockholders and their attendance at meetings of the
Directors and the Stockholders;



(ix) expenses associated with Listing or with the issuance and distribution of
securities other than the Shares, such as selling commissions and fees, advertising expenses,
taxes, legal and accounting fees, listing and registration fees;



(x) expenses connected with payments of Distributions in cash or otherwise made or
caused to be made by the Company to the Stockholders;



(xi) expenses of organizing, redomesticating, merging, liquidating or dissolving the
Company or of amending the Articles of Incorporation or the Bylaws;



(xii) expenses of maintaining communications with Stockholders or their financial
advisors, including the cost of preparation, printing, and mailing annual reports and other
Stockholder reports, proxy statements and other reports required by governmental entities;



(xiii) administrative service expenses (including (a) personnel costs; provided,
however, that no reimbursement shall be made for costs of personnel to the extent that such
personnel perform services in transactions for which the Advisor receives a separate fee, and (b)
the Company’s allocable share of other overhead of the Advisor such as rent and utilities);



(xiv) transfer agent and registrar’s fees and charges paid to third parties;



(xv) expenses associated with the disposition of Properties, including, subject to
Section 8(c), real estate commissions;



(xvi) audit, accounting, legal and other professional fees; and



(xvii) all other costs and expenses in any way relating to the operations of the
Company or the Partnership or the business of the Company or the Partnership (other than any fees
payable to the Advisor or its Affiliates).



(b) Other Services. Should the Board request that the Advisor, any Affiliate of the
Advisor or any director, officer or employee thereof render services for the Company and the
Partnership other than set forth in Section 3, such additional services, if the Advisor
elects to perform them, shall be separately compensated at such rates and in such amounts as are
agreed by the Advisor and the Board, including a majority of the Independent Directors, subject to
the limitations contained in the Articles of Incorporation, shall not exceed an amount that would
be paid to non-Affiliated third parties for similar services, and shall not be deemed to be
services pursuant to the terms of this Agreement.



(c) Timing of and Limitations on Reimbursements.



(i) Expenses incurred by the Advisor on behalf of the Company and the Partnership
and payable pursuant to this Section 9 shall be reimbursed no less than monthly to the
Advisor. The Advisor shall prepare a statement documenting the expenses of the Company and the
Partnership during each quarter, and shall deliver such statement to the Company and the
Partnership within forty-five (45) days after the end of each quarter.



(ii) The Company shall not reimburse the Advisor at the end of any fiscal quarter
Operating Expenses that, in the four consecutive fiscal quarters then ended (the “Expense Year”)
exceed (the “Excess Amount”) the 2%/25% Guidelines for such year unless a majority of the
Independent Directors determines that such excess was justified, based on unusual and nonrecurring
factors which a majority of the Independent Directors deems sufficient. If a majority of the
Independent Directors does not approve such excess as being so justified, any Excess Amount paid to
the Advisor during a fiscal quarter shall be repaid to the Company. If a majority of the
Independent Directors determines such excess was justified, then within sixty (60) days after the
end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the
Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of a majority of the
Independent Directors, shall send to the Stockholders a written disclosure of such fact, together
with an explanation of the factors the Independent Directors considered in determining that such
excess expenses were justified. The Company will ensure that such determination will be reflected
in the minutes of the meetings of the Board of Directors. All figures used in the foregoing
computation shall be determined in accordance with generally accepted accounting principles applied
on a consistent basis.



(iii) The foregoing reimbursements of expenses, as limited by this Agreement, will
be made regardless of whether any cash distributions are made to the Stockholders.



10. Statements. The Advisor shall furnish to the Company not later than the
thirtieth (30th) day following the end of each Fiscal Year, a statement showing a computation of
the fees or other compensation payable to the Advisor or an Affiliate of the Advisor with respect
to such Fiscal Year under Sections 8 and 9 hereof. The final settlement of
compensation payable under Sections 8 and 9 hereof for each Fiscal Year shall be
subject to adjustments in accordance with, and upon completion of, the annual audit of the
Company’s financial statements.



11. Self-Management; Internalization. Company and Advisor agree that
Company is not required to pursue an internalization of management or any other functions provided
by the Advisor and the Property Manager. The Advisor acknowledges that Company intends (but is not
obligated) to proceed with a self-management program that will not require internalization except
as and when determined by Company. Notwithstanding the provisions of Section 3 above, as
the Company proceeds with the self-management program, the duties and authorities of the Advisor
shall be subject to adjustment as determined by the Company from time to time. Advisor further
acknowledges that Company currently has a full-time Chief Executive Officer, and intends (but is
not obligated) to hire an asset manager and other employees as part of its self-management program.
To the extent that Company’s Board of Directors determines that it is in the best interests of the
stockholders of Company to internalize (acquire from the Advisor) any management functions provided
by Advisor, the compensation payable to the Advisor for such specific internalization shall be
negotiated and agreed upon by the Independent Directors and the Advisor. In the event Company does
not self-manage property management services, Company agrees to consider Advisor for continuation
of such services beyond the Offering Stage consistent with applicable market standards and
competitive rates.



12. Other Activities of the Advisor. Nothing herein contained shall prevent
the Advisor from engaging in other activities, including, without limitation, the rendering of
advice to other Persons (including other REITs) and the management of other programs advised,
sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict
the right of any director, officer, employee, or stockholder of the Advisor or its Affiliates to
engage in any other business or to render services of any kind to any other partnership,
corporation, firm, individual, trust or association. The Advisor may, with respect to any
investment in which the Company or the Partnership is a participant, also render advice and service
to each and every other participant therein. The Advisor shall report to the Board the existence
of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates
or could create a conflict of interest between the Advisor’s obligations to the Company and the
Partnership and its obligations to or its interest in any other partnership, corporation, firm,
individual, trust or association.



13. Non-Solicitation. The Company agrees not to solicit any current and/or
future employees of Advisor for employment or in any consulting or similar capacity during the
Offering Stage and for two (2) years following the termination of the Offering Stage.



14. Key Persons. The Advisor agrees to take reasonable steps to retain key
employees designated in writing by the Company so that they are available to provide ongoing
non-exclusive services consistent with this Agreement for the benefit of Company until the end of
the Offering Stage and for any remaining services to be provided thereafter by the Advisor. The
Company acknowledges that such key employees are at-will employees and will be providing services
to other investment programs managed by the Advisor and its Affiliates.



15. Liaison. The Advisor shall establish a proactive liaison program under
which a person designated by the Advisor shall participate on an ongoing basis with key persons at
the Company in (1) reviewing proposed business transactions and other matters and (2) timely
providing to the Company ongoing information concerning the Advisor, including the information
requested by the Company from time to time. The program shall also include the Chief Executive
Officer and the executive management team of the Company meeting on an ongoing basis with
designated representatives (e.g., Gary Hunt and/or Jeff Hanson) of the Advisor.



16. Information Furnished to the Advisor. The Board of Directors will keep
the Advisor informed concerning the investment and financing policies of the Company. The Board of
Directors shall notify the Advisor promptly of its intention to make any investments or to sell or
dispose of any existing investments. Upon request of the Advisor, the Company shall furnish the
Advisor with a certified copy of any Company financial statements, a signed copy of each report
prepared by independent certified public accountants, and such other information with regard to its
affairs as the Advisor may reasonably request.



17. Coordination — New REIT. The Company acknowledges that if GERI (or an
Affiliate of GERI) takes steps to establish a new healthcare REIT, GERI agrees to coordinate the
timing, marketing and other activities for such new healthcare REIT, so that same shall not
negatively impact the existing REIT. Based on the existing REIT continuing in business, the equity
raising for any new healthcare REIT shall not begin until after the end of the Offering Stage;
provided that, consistent with industry practice and standards and without there being any negative
impact on the equity raising of the Company (as reasonably  determined by the Company), any new
healthcare REIT may initiate a limited equity raise from a limited broker dealer group, commencing
August 1, 2009 or later, to satisfy the escrow requirements applicable to any new healthcare REIT.



18. Relationship of Advisor and Company. The Company, the Partnership and
the Advisor are not partners or joint venturers with each other, and nothing in this Agreement
shall be construed to make them such partners or joint venturers or impose any liability as such on
either of them.



19. Term. This Agreement shall continue in force until September 20, 2009,
subject to earlier termination as set forth herein.



20. Termination.



(a) By Either Party. This Agreement may be terminated upon sixty (60) days written
notice without cause or penalty, by either party (if by the Company, only upon approval of a
majority of the Independent Directors).



(b) By the Company. At the sole option of the Company, this Agreement shall be
terminated immediately, subject to the thirty (30)-day cure period for a “for Cause” termination
due to a material breach of this Agreement, upon written notice of termination from the Board of
Directors to the Advisor if any of the following events occur:



(i) For Cause;



(ii) A court of competent jurisdiction enters a decree or order for relief in
respect of the Advisor in any involuntary case under the applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Advisor or for any substantial part of its
property or orders the winding up or liquidation of the Advisor’s affairs; or



(iii) The Advisor commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the entry of an order
for relief in an involuntary case under any such law, or consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Advisor or for any substantial part of its property, or makes any general
assignment for the benefit of creditors, or fails generally to pay its debts as they become due.



The Advisor agrees that if any of the events specified in subsections (ii) or (iii) of this
Section 20(b) occur, it will give written notice thereof to the Company within seven (7)
days after the occurrence of such event.



(c) By the Advisor. At the sole option of the Advisor, this Agreement shall be
terminated immediately, subject to the thirty (30)-day cure period for a “Good Reason” termination
due to a material breach of this Agreement, upon written notice of termination from the Advisor to
the Company that the Advisor has Good Reason to terminate this Agreement.



(d) Survival.



(i) The provisions of Sections 11, 13, 14, 22 through 37,
and the provisions of Section 8(a), but only to the extent the provisions of Section
8(a) relate to matters after the termination of this Agreement, shall survive expiration or
termination of this Agreement; and



(ii) The provisions of Section 17 shall survive the termination of this
Agreement through the Offering Stage unless the Company terminates this Agreement other than
pursuant to Section 20(b).



21. Assignment. This Agreement shall not be assigned by the Advisor to a
non-Affiliate. This Agreement may be assigned by the Advisor to an Affiliate with the approval of
the Board, including a majority of the Independent Directors. Notwithstanding the foregoing, the
Advisor may assign any rights to receive fees or other payments under this Agreement without
obtaining the approval of the Board. This Agreement shall not be assigned by the Company or the
Partnership without the consent of the Advisor, except in the case of an assignment by the Company
or the Partnership to a corporation or other organization which is a successor to all of the
assets, rights and obligations of the Company or the Partnership, as the case may be, in which case
such successor organization shall be bound hereunder and by the terms of said assignment in the
same manner as the Company and the Partnership is bound by this Agreement.



22. Payments to and Duties of Advisor Upon Termination. Payments to the
Advisor pursuant to this Section 22 shall be subject to the 2%/25% Guidelines to the extent
applicable.



(a) After the expiration or termination of this Agreement, the Advisor shall not be
entitled to compensation for further services hereunder except that it shall be entitled to the
Acquisition Fee to the extent provided by Section 8(a) and it shall be entitled to receive from the
Company within thirty (30) days after the effective date of such termination all unpaid
reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to
termination of this Agreement; and



(b) The Advisor shall promptly upon termination:



(i) pay over to the Company all money collected and held for the account of the
Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for
its expenses to which it is then entitled;



(ii) deliver to the Board a full accounting, including a statement showing all
payments collected by it and a statement of all money held by it, covering the period following the
date of the last accounting furnished to the Board;



(iii) deliver to the Board all assets, including Properties and Real Estate Related
Securities, and documents of the Company then in the custody of the Advisor; and



(iv) cooperate with the Company to provide an orderly management transition.



23. Indemnification by the Company.



(a) The Company shall indemnify and hold harmless the Advisor and its Affiliates,
including their respective officers, directors, partners and employees, from all liability, claims,
damages or losses arising in the performance of their duties hereunder, and related expenses,
including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and
related expenses are not fully reimbursed by insurance, provided that the Company shall not
indemnify and hold harmless the Advisor or its Affiliates unless:



(i) the Advisor or its Affiliates have determined, in good faith, that the course of
conduct which caused the loss or liability was in the best interests of the Company;



(ii) the Advisor or its Affiliates were acting on behalf of or performing services
for the Company;



(iii) such liability or loss was not the result of negligence or misconduct by the
Advisor or its Affiliates; and



(iv) such indemnification or agreement to hold harmless is recoverable only out of
Company’s net assets and not from its stockholders.



The obligation of the Company to indemnify or hold harmless the Advisor and its Affiliates shall
also be subject to any limitations imposed by Maryland law.



24. Indemnification by Advisor. The Advisor shall indemnify and hold
harmless the Company from contract or other liability, claims, damages, taxes or losses and related
expenses, including attorneys’ fees, to the extent that such liability, claims, damages, taxes or
losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the
Advisor’s bad faith, fraud, willful misfeasance, misconduct, or reckless disregard of its duties,
but the Advisor shall not be held responsible for any action of the Board in following or declining
to follow advice or recommendation given by the Advisor.



25. Fidelity Bond. The Advisor shall not be required to obtain or maintain
a fidelity bond in connection with the performance of its services hereunder.



26. Notices. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing unless some other method of giving such notice,
report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted
by the party to whom it is given, and shall be given by being delivered by hand or by overnight
mail or other overnight delivery service to the addresses set forth herein:



	 	 	 
	To the Board and to the Company:

	 	Grubb & Ellis Healthcare REIT, Inc.

Suite 200

1551 N. Tustin Avenue

Santa Ana, CA 92705

Attention: Chief Executive Officer
	To the Partnership:

	 	Grubb & Ellis Healthcare REIT Holdings, LP

Suite 200

1551 N. Tustin Avenue

Santa Ana, CA 92705

Attention: Chief Executive Officer of

Grubb & Ellis Healthcare REIT, Inc.,

its General Partner
	To the Advisor:

	 	Grubb & Ellis Healthcare REIT Advisor, LLC

Suite 200

1551 N. Tustin Avenue

Santa Ana, CA 92705

Attention: Chief Executive Officer
	With a copy to:

	 	Cox, Castle & Nicholson LLP

2049 Century Park East, Suite 2800

Los Angeles, CA 90067

Attention: John F. Nicholson, Esq.






Either party may at any time give notice in writing to the other party of a change in its
address for the purposes of this Section 26.



27. Amendments. This Agreement shall not be changed, modified, terminated,
or discharged, in whole or in part, except by an instrument in writing signed by each of the
parties hereto, or their respective successors or assignees.



28. Severability. The provisions of this Agreement are independent of and
severable from each other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be invalid or
unenforceable in whole or in part.



29. Construction. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Maryland.



30. Entire Agreement. This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The
express terms hereof control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or amended other
than by an agreement in writing.



31. Indulgences, Not Waiver. Neither the failure nor any delay on the part
of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any
other occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.



32. Gender. Words used herein regardless of the number and gender
specifically used, shall be deemed and construed to include any other number, singular or plural,
and any other gender, masculine, feminine or neuter, as the context requires.



33. Titles Not to Affect Interpretation. The titles of sections and
subsections contained in this Agreement are for convenience only, and they neither form a part of
this Agreement nor are they to be used in the construction or interpretation hereof.



34. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when the counterparts hereof, taken together, bear the
signatures of all of the parties reflected hereon as the signatories.



35. Name. Grubb & Ellis Healthcare REIT Advisor, LLC or an Affiliate
thereof has a proprietary interest in the name “Grubb & Ellis.” Accordingly, and in recognition of
this right, if at any time the Company or the Partnership ceases to retain Grubb & Ellis Healthcare
REIT Advisor, LLC or an Affiliate thereof to perform the services of the Advisor under this
Agreement, the Company or the Partnership, as the case may be, will, promptly after receipt of
written request from Grubb & Ellis Healthcare REIT Advisor, LLC, cease to conduct business under or
use the name “Grubb & Ellis” or any variation or derivative thereof and the Company and the
Partnership shall each use its best efforts to change their respective names (and the names of any
of their Affiliates) to a name that does not contain the name “Grubb & Ellis” or any other word or
words that might, in the sole discretion of the Advisor, be susceptible of indication of some form
of relationship between the Company and the Advisor or any Affiliate thereof. Consistent with the
foregoing, the parties acknowledge and agree that the Advisor or one or more of its Affiliates has
in the past and may in the future organize, sponsor or otherwise permit to exist other investment
vehicles (including vehicles for investment in real estate) and financial and service organizations
having “Grubb & Ellis” as a part of their name, all without the need for any consent (and without
the right to object thereto) by the Company or its Board.



36. Follow-On Offering by REIT. The Company acknowledges that it currently
does not intend to pursue a follow-on offering, provided nothing herein limits the Company’s rights
in the future.



37. Right of First Refusal. In the event that GERI identifies an
opportunity to make an investment in one or more office buildings or other facilities for which
greater than fifty percent (50%) of the gross rentable space at such office buildings or other
facilities is leased to, or is reasonably expected to be leased to, one or more medical or
healthcare-related tenants, either directly or indirectly through an Affiliate or in a joint
venture or other co-ownership arrangement, for itself or for any other GERI-sponsored or managed
program, then GERI agrees that it shall provide the Company with the first opportunity to purchase
such investment and that it shall provide all necessary information to the Advisor in order to
enable the Board of Directors to determine whether to proceed with such investment. The Advisor
shall present such information to the Board of Directors within three (3) business days of receipt
from GERI. In the event that the Board of Directors does not affirmatively authorize the Advisor
to proceed with the investment on behalf of the Company within seven (7) days of receipt of such
information from the Advisor, then GERI may proceed with the investment opportunity for its own
account or offer the investment opportunity to any other person or entity. This section shall
remain in effect after the end of the Offering Stage so long as monies raised by Advisor are
available for funding new acquisitions of Properties for which Advisor will continue to be eligible
to receive an Acquisition Fee pursuant to Section 8(a) hereof.



[Signatures Appear on Next Page]




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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the
day and year first above written.



	 
	GRUBB & ELLIS HEALTHCARE REIT, INC.

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer & President

	GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, LP

By: Grubb & Ellis Healthcare REIT, Inc.,

its General Partner

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer &

President

	GRUBB & ELLIS HEALTHCARE REIT ADVISOR, LLC

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President

	GRUBB & ELLIS REALTY INVESTORS, LLC (solely for purposes of Sections 17 and 37

of this Agreement)

	 

	By: /s/ Jeffrey T. Hanson

Name: Jeffrey T. Hanson

Title: President








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