Fifth Amendment to the Amended and Restated
Limited Partnership Agreement
Carter Validus Operating Partnership II, LP
The Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015, that Second Amendment thereto, dated February 9, 2017, that Third Amendment thereto, dated February 21, 2018, and that Fourth Amendment thereto, dated September 21, 2018 (the LP Agreement), of Carter Validus Operating Partnership II, 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, Inc. is consummated (the Effective Date), by this Fifth Amendment to the Amended and Restated Limited Partnership Agreement (this Fifth Amendment), entered into by Carter Validus Mission Critical REIT II, Inc., a Maryland corporation holding both general partner and limited partner interests in the Partnership (the General Partner) and Carter Validus Advisors II, 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 Partnership Agreement unless otherwise specified.
WHEREAS, the parties hereto desire to revise the economic interests of the Special Limited Partner by amending the Partnership Agreement pursuant to this Fifth Amendment.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
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Amendment to Section 5.1B.
Section 5.1 Distributions.
B. Net Sales Proceeds. Subject to the provisions of Sections 5.3, 5.4, 12.2B and 13.2, Net Sales Proceeds shall be distributed as follows:
(1) First, 100% to the Partners holding OP Units in proportion to each such Partners respective Percentage Interest with respect to such OP Units until the Net Investment Balance is zero;
(2) Second, 100% to the Partners holding OP Units in proportion to each such Partners respective Percentage Interest with respect to such OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1B(2) and Section 5.1A, an amount such that the Priority Return Balance is zero; and
(3) Thereafter, 100% to the Partners holding OP Units and Class B Units in proportion to their respective Percentage Interests with respect to such OP Units and Class B Units.