Carter Validus Mission Critical REIT II, Inc. (Form: 8-K, Received: 02/10/2017 14:08:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 8, 2017

___________________________________________

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________________



Maryland	000-55435	46-1854011
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4890 West Kennedy Blvd.

Suite 650

Tampa, Florida 33609

(Address of principal executive offices)

(813) 287-0101

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Carter Validus Mission Critical REIT II, Inc. (the “Company”), effective as of February 9, 2017, entered into (1) the Fifth Amendment to the Amended and Restated Dealer Manager Agreement (the “Fifth Amendment”), by and among the Company, Carter Validus Advisors II, LLC (the “Advisor”) and SC Distributors, LLC (the “Dealer Manager”) and (2) the Second Amendment to the Amended and Restated Agreement of Limited Partnership of Carter Validus Operating Partnership II, LP (the “Amended Partnership Agreement”), by and between the Company and the Advisor. The Fifth Amendment and the Amended Partnership Agreement are collectively referred to as the “Amendments.” Both of the Amendments incorporate the terms of a new Class I share of common stock offered by the Company in its ongoing public offering, including terms relating to fees associated with the sale of the Class I shares. Additionally, the Amended Partnership Agreement includes changes to certain tax provisions related to the 2015 Budget Act (as defined therein). The material terms of the Amendments described herein are qualified in their entirety by the Fifth Amendment, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and the Amended Partnership Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

Item 8.01 Other Events.

Third Amended and Restated Distribution Reinvestment Plan

On January 17, 2017, the board of directors of the Company (the "Board") approved and adopted the Third Amended and Restated Distribution Reinvestment Plan (the “Third Amended DRIP”), which will take effect ten days following the filing of this Current Report on Form 8-K. The purpose of the Third Amended DRIP, which was included as Appendix E to the prospectus that is part of the Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 (File No. 333-191706) (the “Post-Effective Amendment”), is to allow Class I stockholders to elect to have cash distributions attributable to Class I shares owned automatically reinvested in additional Class I shares. Pursuant to the Third Amended DRIP, during the time that the Company’s initial public offering or any follow-on offering is effective, the purchase price per Class A share, Class I share and Class T share will be equal to the most recent estimated value per share of each respective class, as determined by the Company’s board of directors. The Third Amended DRIP also provides that the purchase price per Class A share, Class I share and/or Class T share may be amended from time to time by the Board based upon changes in the Company’s estimated value per share and other factors the Board deems relevant. The most recent estimated value per share of $9.07 for each of our Class A common stock and Class T common stock serves as the purchase price per Class A share, Class I share and Class T share in our distribution reinvestment plan.

As provided under the Third Amended DRIP, a participant may terminate participation in the DRIP at any time without penalty by delivering a written notice to the Company. To be effective for any distribution, such notice must be received by the Company at least ten days prior to the last day of the month to which the distribution relates. Any written notice of termination should be mailed to DST Systems, Inc., P.O. Box 219312, Kansas City, MO 64121-9312.

The material terms of the Third Amended DRIP are qualified in their entirety by the Third Amended DRIP, which was included as Appendix E to the prospectus that is part of the Post-Effective Amendment filed on January 20, 2017, and is incorporated herein by reference.

Second Amended and Restated Share Repurchase Program

On January 17, 2017, the Board approved and adopted the Second Amended and Restated Share Repurchase Program (the “Second Amended SRP”), which will be effective on the date the Post-Effective Amendment is declared effective by the Securities and Exchange Commission. The purpose of the Second Amended SRP is to allow Class I stockholders who have held their shares for at least one year (unless an exception described below applies) to present for repurchase all or a portion of their Class I shares. The Second Amended SRP provides that, after one year from the purchase date, the per share repurchase price will be 100% of the most recent estimated value of each Class A share and Class T share, as applicable (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s Class A and Class T common stock); provided, however, that until the Company’s board of directors determines the estimated value of the Class I common stock, Class I shares shall be repurchased at $9.07 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s Class I common stock). The Company’s board of directors reserves the right, at any time and from time to time, to waive the one-year holding period requirement in the event of the death or qualifying disability of a stockholder, other involuntary exigent circumstances such as bankruptcy, or a mandatory distribution requirement under a stockholder’s IRA.

For a stockholder’s shares to be eligible for repurchase, the Company must receive a written repurchase request at least five business days prior to the end of the month in which the stockholder requests a repurchase of his or her shares. As provided under the Second Amended SRP, the Company limits the number of shares repurchased during any calendar year to 5.0% of the number of shares of its common stock outstanding on December 31 ^st of the previous calendar year. In addition, the Company is authorized to repurchase shares of common stock using proceeds received from its distribution reinvestment plan during the

prior calendar year and other operating funds, if any, as the Board, in its sole discretion, may reserve for this purpose. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all share repurchase requests.

The material terms of the Second Amended SRP are qualified in their entirety by the Second Amended SRP, which was included in the prospectus that is part of the Post-Effective Amendment filed on January 20, 2017, and is incorporated herein by reference.

Class A Distributions Authorized

On February 8, 2017, the Board approved and authorized a daily distribution to the Company’s Class A stockholders of record as of the close of business on each day of the period commencing on March 1, 2017 and ending May 31, 2017. The distributions for March 2017, April 2017 and May 2017 will be calculated based on 365 days in the calendar year and will be equal to $0.001767101 per Class A Share, which is equal to an annualized rate of 6.40%, assuming a purchase price of $10.078 per Class A Share. The distributions for each record date in March 2017, April 2017 and May 2017 will be paid in April 2017, May 2017 and June 2017, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class T Distributions Authorized

On February 8, 2017, the Board approved and authorized a daily distribution to the Company’s Class T stockholders of record as of the close of business on each day of the period commencing on March 1, 2017 and ending May 31, 2017. The distributions for March 2017, April 2017 and May 2017 will be calculated based on 365 days in the calendar year and will be equal to $0.001501543 per Class T Share, which is equal to an annualized rate of 5.68%, assuming a purchase price of $9.649 per Class T Share. The distributions for each record date in March 2017, April 2017 and May 2017 will be paid in April 2017, May 2017 and June 2017, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class I Distributions Authorized

On February 8, 2017, the Board approved and authorized a daily distribution to the Company’s Class I stockholders of record as of the close of business on each day of the period commencing on the day following the date on which the first Class I share is purchased in the Company’s ongoing public offering and ending May 31, 2017. The distributions for February 2017, March 2017, April 2017 and May 2017 will be calculated based on 365 days in the calendar year and will be equal to $0.001767101 per Class I Share, which is equal to an annualized rate of 7.04%, assuming a purchase price of $9.162 per Class I Share. The distributions for each record date in February 2017, March 2017, April 2017 and May 2017 will be paid in March 2017, April 2017, May 2017 and June 2017, respectively. The distributions will be payable to stockholders from legally available funds therefor.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits



1.1	Fifth Amendment to Amended and Restated Dealer Manager Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Advisors II, LLC and SC Distributors, LLC, dated February 9, 2017.
10.1	Second Amendment to Amended and Restated Agreement of Limited Partnership of Carter Validus Operating Partnership II, LP, dated February 9, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CARTER VALIDUS MISSION CRITICAL REIT II, INC.

Dated: February 10, 2017	By:	/s/ Todd M. Sakow
	Name:	Todd M. Sakow
	Title:	Chief Financial Officer

Exhibit 1.1

FIFTH AMENDMENT TO AMENDED AND RESTATED DEALER MANAGER AGREEMENT

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).

WHEREAS , the Company, the Advisor and the Dealer Manager are parties to that certain Amended and Restated Dealer Manager Agreement, dated June 10, 2014, as amended from time to time (the “ Dealer Manager Agreement ”); and

WHEREAS , the Company, the Advisor and the Dealer Manager desire to further amend the Dealer Manager Agreement to incorporate Class I shares into the Dealer Manager Agreement.

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.	Amendment to Section 4(a) .

Section 4(a) of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows:

(a) SELLING COMMISSIONS . Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Company agrees to pay the Dealer Manager selling commissions in the amount of 7% of gross offering proceeds from the sale of Class A Shares and up to 3% of gross offering proceeds from the sale of Class T Shares (“ Selling Commissions ”). The Selling Commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class A Shares and Class T Shares and may be reallowed by the Dealer Manager to the Participating Broker-Dealers, subject to federal and state securities laws. The Company will not pay to the Dealer Manager any Selling Commissions in respect of the purchase of any Class I Shares. In addition, the Company will not pay to the Dealer Manager any Selling Commissions in respect of the purchase of any DRP Shares.


2.	Amendment to Section 4(b) .

(b) DISTRIBUTION FEE . Upon the terms set forth in the Prospectus and subject to the limitations set forth below, during the Primary Offering, and with respect to Class T Shares purchased in the Primary Offering only, the Company will pay to the Dealer Manager a distribution and servicing fee that accrues daily equal to 1/365th of up to 1.0% of the most recent offering price per Class T Share on a continuous basis from year to year (the “ Distribution and Servicing Fee ”), for providing the services described in Exhibit A attached hereto; provided , however , that upon the termination of the Primary Offering,

the Distribution and Servicing Fee shall be an amount that accrues daily equal to 1/365 ^th of up to 1.0% of the most recent estimated NAV per Class T Share on a continuous basis from year to year.

The Company will pay the Distribution and Servicing Fee to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution and Servicing Fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such Participating Broker-Dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the distribution of the Class T Shares. The Dealer Manager’s reallowance of Distribution and Servicing Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.

The Company’s obligations to pay the Distribution and Servicing Fee to the Dealer Manager will survive until the earliest to occur of the following: (i) a listing of the Class T Shares on a national securities exchange, (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from the Primary Offering, (iii) there are no longer any Class T Shares outstanding, or (iv) the fourth anniversary of the last day of the fiscal quarter in which the Primary Offering terminates. The Company will not pay to the Dealer Manager any Distribution and Servicing Fees in connection with the purchase of any Class A Shares, Class I Shares or the purchase of any Class T Shares pursuant to the DRP.


3.	Amendment to Section 4(c) .

Section 4(c) of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows:

(c) DEALER MANAGER FEE . Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Company will pay the Dealer Manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A Shares and Class T Shares (the “ Dealer Manager Fee ”). The Dealer Manager will receive a Dealer Manager Fee in an amount equal to up to 2.0% of the gross offering proceeds from the sale of Class I Shares, of which 1.0% will be funded by Advisor without reimbursement from the Company. The 1.0% of the Dealer Manager Fee with respect to Class I Shares that is paid from offering proceeds will be waived in the event an investor purchases Class I Shares through a registered investment adviser that is not affiliated with a broker dealer. The Dealer Manager Fee payable in respect of Class A Shares, Class I Shares and Class T Shares may be changed in the future by the consent of the Company, Advisor and the Dealer Manager.

Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for each purchase. The Dealer Manager may reallow all or a portion of the Dealer Manager Fee, and the amounts paid by the Advisor to the Dealer Manager pursuant to this section, to Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees, and the amounts

paid by the Advisor to the Dealer Manager, pursuant to this section to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.

The Company and Advisor’s obligations to pay the amounts described in this Section 4(c) to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering equals 10% of the gross proceeds from the sale of Primary Shares, or (iv) the termination of this Agreement.


4.	Governing Law .

The provisions of this Fifth Amendment shall be construed and interpreted in accordance with the laws of the State of Florida, and venue for any action brought with respect to any claims arising out of this Fourth Amendment shall be brought exclusively in Hillsborough County, Tampa.


5.	Counterparts .

This Fifth Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Except as expressly set forth herein, the Dealer Manager Agreement remains unmodified and unchanged and the parties hereto ratify and confirm the Dealer Manager Agreement as amended hereby.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment effective as of the Effective Date.



	CARTER VALIDUS MISSION CRITICAL REIT II, INC. By: /s/ John E. Carter John E. Carter Chief Executive Officer CARTER VALIDUS ADVISORS II, LLC By: /s/ Lisa A. Drummond Lisa A. Drummond Chief Operating Officer and Secretary SC DISTRIBUTORS, LLC By: /s/ Patrick Miller Patrick Miller President

Exhibit 10.1

Second Amendment to the Amended And Restated

Limited Partnership Agreement

Carter Validus Operating Partnership II, LP

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 Mission Critical REIT II, Inc., a Maryland corporation holding both general partner and limited partner interests in the Partnership (the “ General Partner ”) and certain other changes deemed appropriate by the General Partner. Carter Validus Advisors II, LLC, a Delaware limited liability company holding a special limited partner interest in the Partnership (the “ Special Limited Partner ”) joins in this Second Amendment to acknowledge its necessity but acknowledges that its consent is not needed to adopt this Second Amendment. 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.

Recitals

WHEREAS , prior to the date hereof, pursuant to the Second Articles of Amendment and Restatement of the General Partner, 500,000,000 of its shares were designated common stock, of which 250,000,000 shares were classified as Class A Common Stock, $0.01 par value per share (the “ Class A Common Stock ”) and 250,000,000 shares were classified as Class T Common Stock, $0.01 par value per share (the “ Class T Common Stock ”);

WHEREAS , the General Partner has filed, prior to the date hereof, Articles Supplementary to reclassify 50,000,000 authorized but unissued shares of Class A Common Stock as shares of Class I Common Stock, $0.01 par value per share, of the General Partner (the “ Class I Common Stock ”) and 50,000,000 authorized but unissued shares of Class T Common Stock as shares of Class I Common Stock, with the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption described therein; and

WHEREAS , the parties hereto desire to reflect certain changes in share classification and other changes by amending the Partnership Agreement by entering into this Second Amendment.

Amendment

NOW, THEREFORE , in consideration of the foregoing, the parties hereto agree as follows:


1.	Amendments to Section 1.1 .


1.1.	Additional Defined Terms . The following are hereby added as additional defined terms in Section 1.1:

“ 2015 Budget Act ” has the meaning set forth in Section 10.3.A.

“ Class I REIT Shares ” means the REIT Shares classified as “Class I Common Stock” in the Charter.

“ Class I OP Unit ” means an OP Unit entitling the holder thereof to the rights of a holder of a Class I OP Unit as provided in this Agreement.

“ General Partner’s Prospectus ” means any prospectus, supplement, or other communication satisfying the standards set forth in Section 10 of the Securities Act, and contained in a currently effective registration statement filed by the General Partner with, and declared effective by, the U.S. Securities and Exchange Commission, or if no registration statement is currently effective, then the prospectus (and any supplement or supplements thereto) contained in the most recently effective registration statement.

“ Stockholder Servicing Fee ” means the distribution and servicing fee referred to in the General Partner’s Prospectus.


1.2.	Amended Defined Terms . The following defined terms in Section 1.1 are hereby revised and restated:

“ Exchange Factor ” means 1.0; provided, however, that if the General Partner: (a) declares or pays a dividend on any one or more classes of its outstanding Common Stock in Common Stock or makes a distribution to all holders of any class of its outstanding Common Stock in Common Stock; (b) subdivides any one or more classes of its outstanding Common Stock; or (c) combines any one or more classes of its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of the applicable class of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of shares of the applicable class of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the

Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“ Gross Proceeds ” means the aggregate purchase price of all shares of Common Stock sold for the account of the General Partner through an Offering, without deduction for Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any share of Common Stock for which reduced selling commissions or dealer manager fees are paid to (i) SC Distributors, LLC or any successor dealer manager to the General Partner or (ii) a broker-dealer (where net proceeds to the General Partner are not reduced (for example, as described in the General Partner’s Prospectus under “Plan of Distribution – Special Discounts” and “Plan of Distribution – Volume Discounts”)), other than as a result of an offering price that is less than that for the Class A REIT Shares as a result of the pricing attributes of the Class I REIT Shares or Class T REIT Shares as described in the General Partner’s Prospectus, shall be deemed to be the full amount of the offering price per share of Common Stock pursuant to the Registration Statement for such Offering without reduction.

“ Percentage Interest ” means, as to a Partner, the fractional part of the Partnership Interests owned by such Partner and expressed as a percentage as specified in Exhibit A , as such Exhibit may be amended and adjusted from time to time by the General Partner, or, if used in the context of a particular class or series of Partnership Units, the fractional part of the Partnership Units owned by such Partner expressed as a percentage.

“ REIT Share ” means a share of Common Stock, par value $0.01 per share, of the General Partner, including Class A REIT Shares, Class I REIT Shares, and Class T REIT Shares.


2.	Amendment to Section 4.2 . Section 4.2 is hereby amended by inserting “Class I OP Units,” immediately before “and Class T OP Units.”


3.	Amendment to Section 4.9 . Section 4.9 is hereby amended by adding subsection (f) to read as follows:

(f) 1.00% dealer manager fee for each Class I OP Unit (other than Class I OP Units issued in connection with Class I REIT Shares purchased through the General Partner’s distribution reinvestment plan).


4.	Amendment to Section 5.1 . Sections 5.1.A and 5.1.B are hereby amended by inserting “5.1.G,” immediately before “5.3”


5.	Amendment to Section 7.4.B . Section 7.4.B is amended by adding the following to the last line:

, with any Special Fees allocated to the applicable class or series of Partnership Units or other securities issued by the Partnership that correspond to the REIT Shares, other shares of capital stock, or New Securities issued by the General Partner.


6.	Amendment to Section 8.6.A . Section 8.6.A is hereby amended by inserting “Class I OP Units,” immediately before “and Class T OP Units”


7.	Amendment to Article 10 .


7.1.	Section 10.2 is amended by replacing the instance of the word “tax matters partner” with “tax matters partner or tax representative (as the case may be)”


7.2.	Section 10.3 is relabeled “Tax Proceedings.”


7.3.	A new Subsection A. is added to Section 10.3 to read as follows:

A. Tax Matters Partner . For tax returns filed with respect to fiscal years beginning before December 31, 2017, this Section 10.3.A shall apply, and references to Code sections in this Section 10.3.A refer to the Code sections as in effect prior to such sections’ amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “ 2015 Budget Act ”).


7.4.	The following existing subsections of Section 10.3 shall be renumbered as follows:



Old Designation	New Designation
10.3.A	10.3.A(1)
10.3.B	10.3.A(2)
10.3.B(1) – (7)	10.3.A(2)(a) – (g)
10.3.C	10.3.A(3)


7.5.	A new Section 10.3.B is added to read as follows:

B. Partnership Representative . For tax returns filed with respect to fiscal years beginning after December 31, 2017, this Section 10.3.B shall apply, and references to Code sections in this Section 10.3.B refer to the Code sections as in effect after taking into account the amendments provided by the 2015 Budget Act. The General Partner shall take such reasonable actions as it believes will enhance the avoidance of the application to the Partnership of the provisions of Sections 6221 through 6241 of the Code. If, however, such provisions do apply to the Partnership, the General Partner shall also act as the “partnership representative” for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the partnership representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. The partnership representative will be authorized to represent the Partnership (at the

Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) expend the Partnership’s funds for professional services incurred in connection therewith. In such event, the partnership representative shall duly and timely elect under Section 6226 of the Code to require each Person who was a Partner during the taxable year of Partnership that was audited to personally bear any tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any reason, the Partnership is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Partner during the taxable year of the Partnership that was audited, even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to bear such liability in an appropriate document evidencing a transfer under Article 11 hereof), shall pay to the Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the General Partner, based on the amount each such Person should have borne (computed at the tax rate used to compute the Partnership’s liability) had the Partnership’s tax return for such taxable year reflected the audit adjustment, and the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions.


8.	Amendment to Exhibit A . Exhibit A is amended to reflect the existence of Class I OP Units, and the General Partner shall henceforward continue to update Exhibit A as appropriate to reflect the issuance of additional Partnership Units.


9.	Amendment to Exhibit B .


9.1.	The following text is added at the end of subparagraph 1(a) of Exhibit B:

, and then adjusted for any Special Fees for such fiscal year allocable to one or more classes or series of Partnership Units or other securities issued by the Partnership that correspond to the REIT Shares, other shares of capital stock, or New Securities issued by the General Partner that are intended to be burdened by such Special Fees.


9.2.	The following text is added at the end of subparagraph 1(b) of Exhibit B:

For the sake of clarity, Special Fees allocable to one or more classes or series of Partnership Units are intended to be allocated to such class or series via the application of Section 5.1.G to impact distributions of Net Sales Proceeds pursuant to Section 5.1.B.


9.3.	The following text is added as flush language immediately after paragraph 1(b) of Exhibit B:

For purposes of subparagraphs 1(a) and 1(b), Partners holding a class or series of Partnership Units that are burdened by Special Fees that are not applicable to all Partnership Units within such class (such as the distribution and servicing fee described in the General Partner’s

Prospectus, which is not applicable to Class T OP Units corresponding to Class T REIT Shares purchased through the General Partner’s dividend reinvestment plan), shall also be deemed to be a separate Partner with respect to each group of such class or series of Partnership Units.


10.	Amendment to Exhibits C and D . Exhibit C and Exhibit D are each hereby amended by inserting “[Class I]” between “[Class A]” and “[Class T]” in each instance where “[Class A][Class T]” occurs.


11.	Counterparts . This Second Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

12.

Continuation of Partnership Agreement . The Partnership Agreement and this Second Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Second Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by this Second Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Second Amendment and the Partnership Agreement, the provisions of this Second Amendment shall control.

[Signature Page Follows]

In Witness Whereof , the parties hereto have executed this Second Amendment as of the Effective Date.



	GENERAL PARTNER: CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation By: /s/ John E. Carter John E. Carter Chief Executive Officer Acknowledged: SPECIAL LIMITED PARTNER: CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company By: /s/ Lisa A. Drummond Lisa A. Drummond Chief Operating Officer and Secretary

[Signature Page to Second Amendment to the Amended And Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP]