Second Amendment to the Agreement of
Carter/Validus Operating Partnership, LP
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 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 Second Amendment.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
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Amendment to Article 1 Defined Terms.
Special Limited Partner means Carter/Validus Advisors, LLC, a Delaware limited liability company.
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Amendment to Section 5.1(b).
Section 5.1 Distributions.
B. Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4, and 12.2(c), Net Capital Proceeds shall be distributed as follows:
(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partners respective Partnership Interest until, in the aggregate, the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to the sum of (i) the Net Investment and (ii) any cumulative shortfall in the Limited Partners and the Stockholders receipt of the First Level Return pursuant to Sections 5.1(a) and 5.1(b); and
(ii) Thereafter, 100% to the General Partner and Limited Partners in accordance with each such Partners respective Percentage Interest.