FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

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 8^th 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.