GRUBB & ELLIS HEALTHCARE REIT II, INC.
UP TO 330,000,000 SHARES OF COMMON STOCK
DEALER MANAGER AGREEMENT
June 22, 2009
Grubb & Ellis Securities, Inc.
4 Hutton Centre Drive, Suite 700
Santa Ana, CA 92707
Ladies and Gentlemen:
Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation (the “Company”), is
registering $3,285,000,000 in shares of its common stock, $.01 par value per share (the
“Shares”), for sale to the public (the “Offering”), of which (i) $3,000,000,000 in
Shares are intended to be offered pursuant to the primary offering and (ii) $285,000,000 in Shares
are intended to be offered pursuant to the Company’s distribution reinvestment plan (the
“DRIP”). The Company reserves the right to reallocate the Shares being offered between the
primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in
Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of
$10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.
The Company hereby appoints Grubb & Ellis Securities, Inc., a California corporation (the
“Dealer Manager”), as its exclusive agent and principal distributor during the Offering
Period (as defined below) for the purpose of selling for cash, on a best efforts basis, the Shares
through such securities dealers that the Dealer Manager may retain (individually, a
“Dealer” and collectively, the “Dealers”), all of whom shall be members of the
Financial Industrial Regulation Authority, Inc. (“FINRA”), pursuant to a Participating
Broker-Dealer Agreement in the form attached to this Agreement as Exhibit A (the “Participating
Broker-Dealer Agreement”). The Dealer Manager may also sell Shares for cash directly to its own
clients and customers subject to the terms and conditions stated in the Prospectus. The Dealer
Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell
the Shares on said terms and conditions, commencing promptly following the Effective Date (as
defined in Section 1.1) in jurisdictions in which the Shares are registered or qualified for sale
or in which such offering is otherwise permitted.
The term “Offering Period” shall mean that period during which Shares may be offered
for sale, commencing on the date the Registration Statement (as defined below) was filed with the
Securities Exchange Commission (“SEC”), during which period offers and sales of the Shares shall
occur continuously unless and until the Offering is terminated as provided in Section 11 hereof,
except that the Dealer Manager and the Dealers shall immediately suspend or terminate the offering
of the Shares, in total or in any state or states, upon request of the Company at any time and
shall resume offering the Shares upon subsequent request of the Company. The Offering Period shall
in all
events terminate upon the sale of all of the Shares. Upon termination of the Offering Period,
the Dealer Manager’s agency and this Agreement shall terminate without obligation on the part of
the Dealer Manager or the Company except as set forth in this Agreement.