SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

Exhibit 10.11

SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Second Amendment”) is made as of the 23rd day of July, 2014, by CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership (“Seller”), and XX-00000 XXXXXXXXX XXXXX, LLC, a Delaware limited liability company, (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller and Xxxxxx Validus Properties, LLC (“Prior Purchaser”) entered into that certain Agreement for Purchase and Sale dated June 5, 2014 (the “Original Agreement”);

WHEREAS, the Original Agreement was assigned to Purchaser pursuant to that certain Assignment of Purchase Agreement (the “Assignment”) dated June 26, 2014;

WHEREAS, the Original Agreement was amended by that certain First Amendment to Agreement for Purchase and Sale dated July 16, 2014 (the “First Amendment” together with the Original Agreement is hereinafter referred to as the “Agreement”).

WHEREAS, Seller and Purchaser have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the sum of ten dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby agree as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

2. Review Period. Section 4.01 is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Review Period” – the period of time following the Effective Date and ending on 5:00 p.m., Tampa, Florida time on July 29, 2014 (the “Review Period) to review and approve such items and to conduct such inspections, interviews, tests and audits as Purchaser, in its sole discretion, deems appropriate, including, but not limited to obtaining appraisals, surveys, engineering, work and a Phase I Environmental Audit and a Phase II Environmental Audit. Purchaser shall also have the right to interview the tenants at the Property.

3. Ratification. The Agreement, as amended and modified hereby, is ratified and confirmed and is in full force and effect according to its terms.

4. Counterparts. This Amendment may be executed by the parties hereto individually or in combination in two (2) or more counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. Facsimile or scanned and emailed copies of this Amendment shall have the same force and effect as originals.

IN WITNESS WHEREOF, the undersigned have set their hands and seals as of the date first above written.

WITNESSES:			PURCHASER:
			XX-00000 XXXXXXXXX XXXXX, LLC, a Delaware limited liability company
/s/ Miles Xxxxxxxx Print Name: Miles Xxxxxxxx			By:			Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, Its Sole Member
/s/ Xxxxxxxxx Xxx Print Name: Xxxxxxxxx Xxx						By:		Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, Its General Partner
			By: /s/ Xxxx Xxxxx
			Print Name: Xxxx Xxxxx
			Title: CFO
			SELLER:
			CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership
			By: Cy Fair Outpatient Care Properties,
/s/ Xxxxxxxx Xxxxxxxx			L.L.C., its general partner
Print Name: Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx			By: /s/ Xxxxxx X. Xxxxxx
Print Name: Xxxxxxx Xxxxxxx			Print Name: Xxxxxx X. Xxxxxx
			Title: Secretary/Treasurer

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