SUBSCRIPTION AGREEMENT
INSTRUCTIONS TO INVESTORS
FOR PROSPECTUS DATED DECEMBER 3, 2008

(1)
INVESTMENT

A minimum initial investment of $1,000 (100 shares) is required. A check for the full purchase price of the shares subscribed for should be made payable to the order of “Grubb & Ellis Healthcare REIT, Inc.” Shares may be purchased only by persons meeting the standards set forth under the section of the Prospectus entitled “Suitability Standards.’’ (Certain states have imposed special financial suitability standards as set forth in the Prospectus.)

All additional investments in the Company must be in increments of $100 (10 shares). If additional investments in the Company are made, you will need to complete an Additional Subscription Agreement Form with the exact name in which the original purchase was made. The investor(s) agree(s) to notify the Company and the broker-dealer or Registered Investment Advisor (RIA) named on the Subscription Agreement/Signature Page in writing if at any time he/she/they fail(s) to meet the applicable suitability standards or he/she/they is/are unable to make any other representations or warranties set forth in the Prospectus or the Subscription Agreement. The investor(s) acknowledge(s) that the broker-dealer named on the Subscription Agreement/Signature Page may receive a commission not to exceed 7.0% of any such additional investments in the Company.

(2)
NON-CUSTODIAL
OWNERSHIP

FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS, PLEASE MAIL THE COMPLETE AND EXECUTED SUBSCRIPTION AGREEMENT/SIGNATURE PAGE AND YOUR CHECK MADE PAYABLE TO GRUBB & ELLIS HEALTHCARE REIT, INC.

MAIL TO:    Grubb & Ellis Healthcare REIT, Inc.

    c/o DST Systems, Inc.
PO Box 219108
Kansas City, MO 64121-9108

OVERNIGHT TO:    Grubb & Ellis Healthcare REIT, Inc.

          c/o DST Systems, Inc.
      430 W. 7^th St.
      Kansas City, MO 64105

(3)
CUSTODIAL
OWNERSHIP

FOR CUSTODIAL OWNERSHIP ACCOUNTS, SUBSCRIPTION AGREEMENT/SIGNATURE PAGE MUST BE COMPLETED, EXECUTED AND SENT TO THE CUSTODIAN.

Check the appropriate box to indicate the type of entity that is subscribing. Note: Pension or Profit Sharing Plans appear under Non-Custodial Ownership as well as Custodial Ownership. Check Non-Custodial Ownership if the plan has a trustee; check Custodial Ownership if the plan has a custodian. If you check the Individual Ownership box and you wish to designate a Transfer on Death beneficiary, you must fill out the included Transfer on Death Form (T.O.D.) in order to effect the designation.

Enter the exact name of the custodian and mailing address. If this is an additional purchase by a qualified plan, please use the same exact plan name as the previous investment.

(3)a

The custodian must complete this box by entering its custodian Tax ID number (for tax purposes), the custodian account number and name of custodian.

(4)
INVESTOR
INFORMATION
REQUIRED

(4)a

For non-custodial ownership accounts, enter the exact name in which the shares are to be held. For multiple investors, enter the names of all investors. For custodial ownership accounts, enter “FBO” followed by the name of the investor.

(4)b

Enter the home address, city, state and zip code of the investor. Note: Section 3 should contain the custodian’s mailing address.

(4)c

Enter an alternate address if different than the home address in item 4(b).

(4)d

Enter the home telephone, business telephone, date of birth of investor (required) and joint investor, if applicable, or date of incorporation. Enter the social security number (SSN) of the investor (required) and joint investor, if applicable. The investor is certifying that the number is correct. For custodial accounts, enter the investor’s social security number (for identification purposes). Enter Tax ID number, if applicable.

(4)e

Check the appropriate box. If the investor(s) is/are a non-resident alien(s), he/she/they must apply to the Internal Revenue Service for an identification number via Form SS-4 for an individual or SS-5 for a corporation, and supply the number to the Company as soon as it is available. If a non-resident alien, the investor(s) must submit an original of the appropriate W-8 Form (W-8BEN, W-8ECI, W-8EXP OR W-8IMY) in order to make an investment.

Check if the investor or joint investor is an employee of Grubb & Ellis Company, Grubb & Ellis Realty Investors, LLC, Grubb & Ellis Securities, Inc., an affiliate or a Board Member of the Company.

PAGE 1 OF 4

SUBSCRIPTION AGREEMENT
INSTRUCTIONS TO INVESTORS
FOR PROSPECTUS DATED DECEMBER 3, 2008

(5)
DISTRIBUTION
OPTIONS

Check the appropriate box to have the distributions mailed to the address of record, the address that is located in Section 4. Check the box to participate in the Distribution Reinvestment Plan. If you are reinvesting, you are reinvesting your entire cash distribution. If the investor(s) prefer(s) direct deposit of cash distributions to an account or address other than as set forth in the Subscription Agreement, check the preferred option and complete the required information. For Automated Clearing House (ACH), indicate whether it is a checking or savings account, and enter the name of the institution/individual, mailing address, ABA number and account number. A voided check must be enclosed if it is a checking account. If it is a savings account, please obtain written verification of the routing and account numbers from the bank.

AUTOMATED CLEARING HOUSE (ACH): I (we) hereby authorize Grubb & Ellis Healthcare REIT, Inc. (the “Company”) to deposit distributions from my (our) common stock of the Company into the account listed in Section 5 of the Subscription Agreement/Signature Page. I (we) further authorize the Company to debit my (our) account noted in Section 5 of the Subscription Agreement/Signature Page in the event that the Company erroneously deposits additional funds into my (our) account to which I am (we are) not entitled, provided that such debit shall not exceed the original amount of the erroneous deposit. In the event that I (we) withdraw funds erroneously deposited into my (our) account before the Company reverses such deposit, I (we) agree that the Company has the right to retain any future distributions to which I am (we are) entitled until the erroneously deposited amount is recovered by the Company.

(6)
SIGNATURES

The Subscription Agreement/Signature Page must be signed/initialed and dated by the investor(s); and if applicable, the trustee or custodian.

(7)
BROKER- DEALER
OR REGISTERED
INVESTMENT
ADVISOR (RIA)

This Section is to be completed and executed by the Registered Representative or Registered Investment Advisor (RIA). If there are more than one Registered Representative or RIA, all Registered Representatives and RIAs must complete and execute Section 7. Please complete all BROKER-DEALER information contained in Section 7 including suitability certification (state of sale).

The Subscription Agreement/Signature Page, which has been delivered with the Prospectus, together with a check for the full purchase price should be delivered or mailed to your BROKER-DEALER. Only original, completed copies of the Subscription Agreement/Signature Page can be accepted. A photocopied or otherwise duplicated Subscription Agreement/Signature Page cannot be accepted by the Company.

Check the box to indicate whether this subscription was solicited or recommended by a RIA or broker-dealer whose agreement with the investor includes a fixed or “wrap” fee feature for advisory and related brokerage services, and, accordingly, may not charge the regular selling commission. No sales commissions are paid on these accounts. This box must be checked in order for such investor(s) to purchase shares net of the selling commissions.

NOTICE TO STOCKHOLDERS

The shares of the common stock of Grubb & Ellis Healthcare REIT, Inc. (the “Company”) are subject to restrictions on transfer. In addition, the Company has the authority to issue shares of stock of more than one class. Upon the request of any stockholder, and without charge, the Company will furnish a full statement of the information required by Section 2-211 of the Maryland General Corporation Law with respect to (1) certain restrictions on ownership and transferability of the Company’s common stock and (2) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the shares of each class of stock which the Company has authority to issue, the differences in the relative rights and preferences between the shares of each series to the extent set, and the authority of the Board of Directors to set such rights and preferences of subsequent series. Such requests must be made to the Secretary of the Company at its principal office.

ACCEPTABLE FORMS OF PAYMENT

1.    Wire transfers

2.    Pre-printed personal checks

3.    Cashier’s checks over $10,000

4.    Business checks when applied to company/corporate account

5.    Trust checks for trust accounts

6.    Custodial checks for IRA accounts

7.    Checks endorsed from other investment programs will be accepted if they meet the minimum investment requirement.

8.    Checks endorsed from other Grubb & Ellis Realty Investors, LLC programs may be used to purchase shares of common stock of Grubb & Ellis Healthcare REIT, Inc. (the minimum investment of $1,000 has been waived) if the payee endorses the check and writes:

“Pay to the order of Grubb & Ellis Healthcare REIT, Inc.”

WE CANNOT ACCEPT: Money orders, cashier’s checks for $10,000 or less, temporary (not pre-printed) checks or third party checks. If you need to verify whether a form of payment is acceptable, please call Investor Services at 888-801-0107.

PLEASE NOTE: Because of our anti-money laundering policies, if the investor’s name used in this Subscription Agreement/Signature Page does not match the Payor printed on the check, we may request documents or other evidence as we may reasonably require in order to correlate the investor’s name to the Payor on the check.

PAGE 2 OF 4

SUBSCRIPTION AGREEMENT/SIGNATURE PAGE
FOR PROSPECTUS DATED DECEMBER 3, 2008

IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS SUBSCRIPTION AGREEMENT/SIGNATURE PAGE,
PLEASE CALL INVESTOR SERVICES 888-801-0107

(1)
INVESTMENT





(2)
NON-CUSTODIAL
OWNERSHIP

Initial Investment

Additional Investment
(Subscription Agreement or Additional
Subscription Form must be completed)

NAV Purchase  @ $___________ per share
(NAV Form must be attached)

    NUMBER OF SHARES

     TOTAL INVESTED

Please make investment check payable to:
Grubb & Ellis Healthcare REIT, Inc.

,

x $10.00 =

,

,

    Minimum initial investment = 100 shares or $1,000
     Minimum additional investment = 10 shares or $100

Individual
One signature required & initial

Joint Tenants with Right of Survivorship
All parties must sign & initial

Tenants in Common
All parties must sign & initial

Community Property
All parties must sign & initial

Pension or Profit Sharing Plan
Trustee or custodian signature required

Trust
Trustee or Grantor             __________________
signature(s) required        DATE ESTABLISHED

    Currently Revocable
   Irrevocable

Uniform Gift to Minors Act or the Uniform Transfers to Minors Act
Custodian signature required

Partnership
Authorized signature required

Other:  _________________
            SPECIFY

Company or Corporation
Authorized signature required

(3)
CUSTODIAL
OWNERSHIP

Send ALL paperwork
directly to the custodian

NAME OF TRUST OR BUSINESS ENTITY

Traditional IRA

Roth IRA

Keogh

Simplified Employee
Pension/Trust (S.E.P.)

Qualified Pension or
Profit Sharing Plan

Non- Qualified
Custodial Account

NAME OF CUSTODIAN OR TRUSTEE

MAILING ADDRESS

CITY

STATE

ZIP CODE

BUSINESS PHONE

—

—

SECTION (3)a
CUSTODIAN TAX ID #

CUSTODIAN ACCOUNT  #

—

NAME OF CUSTODIAN OR OTHER ADMINISTRATOR

SECTION (4)a
NAME OF INVESTOR OR TRUSTEE     (REQUIRED)

     Mr.

     Mrs.  

     Ms.

    Other ___________________________

NAME OF JOINT INVESTOR

     Mr.

     Mrs.  

     Ms.

     Other ___________________________

SECTION (4)b
STREET ADDRESS     (REQUIRED)   NO P.O. BOXES

CITY

STATE

ZIP CODE

E-MAIL ADDRESS

(4)
INVESTOR
INFORMATION
REQUIRED

SECTION (4)c
ALTERNATE ADDRESS

CITY

STATE

ZIP CODE

SECTION (4)d
HOME PHONE  (REQUIRED)

 
BUSINESS PHONE

EXTENSION

—

—

—

—

INVESTOR DATE OF BIRTH   (DD-MM-YYYY)

JOINT INVESTOR DATE OF BIRTH   (DD-MM-YYYY)

INVESTOR TAX ID#

—

—

—

—

—

REQUIRED 

INVESTOR SSN

JOINT INVESTOR SSN

—

—

—

—

SECTION (4)e     Please indicate Citizenship Status   (REQUIRED)

U.S. Citizen

Resident Alien

Non-Resident Alien*

Employee, Affiliate or Board Member

*If non-resident alien, investor must submit the appropriate W-8 form (W-8BEN, W-8ECI, W-8EXP or W-8IMY) in order to make an investment.

(5)

DISTRIBUTION
OPTIONS

Mail to Street Address (4b)

Mail to Alternate Address (4c)

Distribution Reinvestment Plan

Via Electronic Deposit (ACH)

Investor elects to participate in the Distribution Reinvestment Plan

Complete information below. See ACH Language in Section 5 of the instructions.

described in the Prospectus and reinvest the entire cash distribution

   Checking (must enclose voided check)

Distributions Directed to:

   Savings (verification from bank must be provided)

NAME OF BANK, BROKERAGE FIRM OR INDIVIDUAL

DISTRIBUTION MAILING ADDRESS

CITY

STATE

ZIP CODE

BANK ABA# (FOR ACH ONLY)

ACCOUNT#

MUST ENCLOSE A VOIDED CHECK IF IT IS A

CHECKING ACCOUNT

(6) SIGNATURES

Under penalty of perjury, by signing this Signature Page, I am (we are) hereby certify (a) I (we) have provided herein my (our) correct Taxpayer Identification Number; (b) I am (we are) not subject to backup withholding as a result of failure to report all interest or dividends, or the Internal Revenue Service has notified me that I (we) am no longer subject to backup withholding; and (c) I am (we are) am a U.S. Citizen unless I (we) have indicated otherwise in Section 4. Each investor must separately sign and initial each representation made in the subscription agreement, Except in the case of fiduciary accounts, the investor may not grant any person a power of attorney to make such representation on his or her behalf.

INITIALS

INITIALS

(A)

All investors except those that are residents of the state of Minnesota acknowledge receipt, not less than five (5) business days prior to the signing of this subscription agreement, of the prospectus of the company relating to the shares, wherein the terms and conditions of the offering of the shares are described, including among other things, the restrictions on ownership and transfer of shares, which require, under certain circumstances that a holder of shares shall give written notice and provide certain information to the company.

INITIALS

INITIALS

(E)

I (we) represent that I am (we are) purchasing the shares for my (our) own account; or , if I am (we are) purchasing shares on behalf of a trust or other entity of which I am (we are) trustee(s) or authorized agent(s), then I (we) represent that I (we) have due authority to execute the Subscription Agreement/Signature Page and do hereby legally bind the trust or other entity of which I am (we are) trustee(s) or authorized agent(s). The trustee(s) or authorized agent(s) agree to indemnify Grubb & Ellis Healthcare REIT, Inc. and its affiliates, and to hold them harmless from and against all liabilities as a result of claims, demands or judgments against them arising from any transactions in reliance on this Subscription Agreement/Signature Page.

INITIALS

INITIALS

(B)

I (we) represent that I (we) either: (i) have a net worth (excluding home, home furnishings and automobiles) of at least $150,000 or (ii) a net worth (as described above) of at least $45,000 and had during the last tax year or estimate that I (we) will have during the current tax year a minimum of $45,000 annual gross income, or that I (we) meet the higher suitability requirements imposed by the state of primary residence as set forth in the Prospectus under “Suitability Standards.”

INITIALS

INITIALS

(F)

I (we) represent that I am (we are) not a person(s) with whom dealing by U.S. Persons is (are) prohibited under any Executive Order or federal regulation administered by the U.S. Treasury Department’s Office of Foreign Asset Control.

INITIALS

INITIALS

(C)

I (we) understand that I (we) will not be admitted as a stockholder until my (our) investment has been accepted. Depositing of my (our) check alone does not constitute acceptance. The acceptance process includes, but is not limited to, reviewing a subscription agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and, depositing of funds.

INITIALS

INITIALS

(G)

I (we) acknowledge that if the investor name or registration used in this Subscription Agreement/ Signature Page does not correspond exactly to the Payor printed on the check, I (we) may request documents or other evidence as I (we) may reasonably require to correlate the Registration to the Payor on the check.

INITIALS

INITIALS

(D)

I (we) acknowledge that the shares are not liquid, there is no current market for the shares and the stockholder(s) may not be able to sell the securities.

BY SIGNING THIS AGREEMENT, YOU ARE NOT WAIVING ANY RIGHTS UNDER THE FEDERAL OR STATE SECURITIES LAWS.

x

SIGNATURE OF INVESTOR

DATE

x

x

SIGNATURE OF JOINT INVESTOR  (IF APPLICABLE)

AUTHORIZED SIGNATURE  (Custodian or Trustee)

MUST BE SIGNED AND SIGNATURE GUARANTEED BY CUSTODIAN(S) IF IRA, KEOGH OR QUALIFIED PLAN
(GRUBB & ELLIS HEALTHCARE REIT, INC. AND ITS AFFILIATES DO NOT ACT AS IRA CUSTODIANS)

(7)

BROKER-DEALER
OR REGISTERED INVESTMENT
ADVISOR (RIA)

TO BE COMPLETED BY REGISTERED REPRESENTATIVE OR RIA

The Registered Representative or RIA must sign below to complete the subscription. The Registered Representative or RIA warrants that he/she has reasonable grounds to believe this investment is suitable for the subscriber as set forth in the section of the Prospectus entitled “SUITABILITY STANDARDS” and that he/she has informed the subscriber of all aspects of liquidity and marketability of this investment.

BROKER-DEALER OR RIA FIRM NAME (REQUIRED)

BROKER-DEALER OR RIA FIRM ADDRESS OR P.O. BOX

CITY

STATE

ZIP CODE

BUSINESS PHONE# (REQUIRED)

FAX PHONE#

▬

▬

▬

▬

REGISTERED REPRESENTATIVE(S) OR ADVISOR(S) NAME(S) (REQUIRED)

REPRESENTATIVE#

REGISTERED REPRESENTATIVE OR ADVISOR ADDRESS OR P.O. BOX

CITY

STATE

ZIP CODE

BUSINESS PHONE# (REQUIRED)

FAX#

▬

▬

▬

▬

E-MAIL ADDRESS

REGISTERED INVESTMENT ADVISOR (RIA) NO SALES COMMISSIONS ARE PAID ON THESE ACCOUNTS.

I hereby certify that I hold a Series 7 or Series 62 FINRA license and I am registered in the following state in which this sale was completed.

STATE

Check only if investment is made through the RIA in its capacity as an RIA and not in its capacity as a Registered Representative, if applicable, whose agreement with the investor includes a fixed or “wrap” fee feature for advisory and related brokerage services. If an owner or principal or any member of the RIA firm is a FINRA licensed Registered Representative affiliated with a broker-dealer, the transaction should be conducted through that broker-dealer, not through the RIA.

(REQUIRED)

x

x

SIGNATURE(S) OF REGISTERED REPRESENTATIVE(S) OR ADVISOR(S)                                     (REQUIRED)

DATE

x