THIRD AMENDED AND RESTATED ADVISORY AGREEMENTThird Amended and Restated Advisory Agreement • April 11th, 2019 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This Third Amended and Restated Advisory Agreement (this “Agreement”) is entered into on this the 11th day of April, 2019, and which shall be effective as the Merger (as defined below), by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the “Company”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Partnership”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“OP I”) and CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the “Advisor”).
Second Amendment to the Agreement of Limited Partnership of Carter/Validus Operating Partnership, LPCarter Validus Mission Critical REIT, Inc. • April 11th, 2019 • Real estate investment trusts
The Agreement of Limited Partnership Agreement, dated December 29, 2009, as amended by that First Amendment thereto, dated September 21, 2018, (the “LP Agreement”), of Carter/Validus Operating Partnership, LP (the “Partnership”), a Delaware limited partnership, is hereby further amended, effective as of the date the merger of the General Partner (as defined below) and Carter Validus Mission Critical REIT II, Inc. is consummated (the “Effective Date”), by this Second Amendment to the Agreement of Limited Partnership (this “Second Amendment”), entered into by Carter Validus Mission Critical REIT, Inc., a Maryland corporation holding both general partner and limited partner interests in the Partnership (the “General Partner”) and Carter/Validus Advisors, LLC, a Delaware limited liability company (the “Special Limited Partner”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Partnership Agreement. References to sections refer to sections of the P
April 11, 2019 Carter/Validus Advisors, LLC Tampa, FL 33609 Re: Carter Validus Mission Critical REIT, Inc. – Advisory Agreement Ladies and Gentlemen:Carter Validus Mission Critical REIT, Inc. • April 11th, 2019 • Real estate investment trusts • Florida
This letter agreement sets forth certain agreements and understandings that each of Carter/Validus Advisors, LLC (the “Advisor”) and Carter Validus Mission Critical REIT, Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination with Carter Validus Mission Critical REIT II, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger among them and certain affiliated entities dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Amended and Restated Advisory Agreement among the Company, its operating partnership and the Advisor, dated November 26, 2010, as amended.
