ADVISORY AGREEMENTAdvisory Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This ADVISORY AGREEMENT (this “ Agreement ”) is entered into on this the 15th day of November, 2010, by and between CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (the “Company”), Carter/Validus Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company (the “ Advisor ”).
CARTER VALIDUS MISSION CRITICAL REIT, INC. UP TO 175,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 15, 2010Dealer Manager Agreement • November 16th, 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 $1,737,500,000 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 at the higher of 95% of the estimated value of a share of the Company’s common stock, as estimated by the Company’s board of directors, or $9.50 per Share.
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the 12 day of November, 2010, by and among CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (“CV REIT”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“CV OP”), and CARTER VALIDUS REAL ESTATE MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LPLimited Partnership Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LP (this “ Agreement ”), effective as of December 29, 2009, is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as general partner (the “ General Partner ”), and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “ Initial Limited Partner ”), and the Limited Partners party hereto from time to time.
ESCROW AGREEMENTEscrow Agreement • November 16th, 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
