FIFTH AMENDMENT TO AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • February 10th, 2017 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • Florida
This FIFTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this “Fifth Amendment”), effective as of February 9, 2017 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the “Company”), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the “Advisor”) and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the “Dealer Manager”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).
Second Amendment to the Amended And Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LPLimited Partnership Agreement • February 10th, 2017 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
In accordance with Section 4.4.C (Issuance of REIT Shares or Other Securities by the General Partner), Section 5.4 (Additional Partnership Interests), Section 7.1 (Management), including in particular clauses (21) (regarding the authority of the General Partner to issue additional Partnership Interests) and (23) (regarding the amendment and restatement of Exhibit A), and Section 7.3.D (regarding the General Partner’s authority to unilaterally amend the Partnership Agreement in the circumstances set forth in such Section) of the Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015 (the “Partnership Agreement”), of Carter Validus Operating Partnership II, LP, a Delaware limited partnership (the “Partnership”), the Partnership Agreement is hereby amended, effective February 9, 2017, by this Second Amendment (this “Second Amendment”) to reflect certain changes in share classification of Carter Validus M
