ADVISORY AGREEMENTAdvisory Agreement • June 25th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the __ day of _____________, 2010, by and between CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (the “Company”), and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
UP TO 175,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • June 25th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
Carter Validus Mission Critical REIT, Inc., a Maryland corporation (the “Company”), is registering $1,737,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $1,500,000,000 in Shares are intended to be offered pursuant to the primary offering and (ii) $237,500,000 in Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.
Carter Validus Mission Critical REIT, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • June 25th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT1 (the “Agreement”) is made and entered into as of the day and date on the last page hereof (the "Award Date"), by and between Carter Validus Mission Critical REIT, Inc. (the "Company"), a Maryland corporation, and the individual Recipient noted above (the "Recipient").
ESCROW AGREEMENTEscrow Agreement • June 25th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. SC Distributors, a Delaware limited liability company (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB Bank, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all non-affiliates of the Company, the Company has received subscriptions for Stock resulting in a total of 200,000 shares ($2,000,000) of common stock sold in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from resident
