EX-10.3



 Exhibit 10.3 
 ASSIGNMENT OF LEASES AND RENTS 
 By 

GREEN WELLNESS INVESTORS, LLLP, 
 Assignor 
 To 

KEYBANK NATIONAL ASSOCIATION, 
 as Agent, 
 Assignee 

Relating to Premises in: 
 Green, Ohio 







 ASSIGNMENT OF LEASES AND RENTS 

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is made as of December 28, 2012, by GREEN WELLNESS
INVESTORS, LLLP, a Florida limited liability limited partnership (“Assignor”), having its principal place of business at 4211 W. Boy Scout Boulevard, Suite 500, Tampa, Florida 33607, to KEYBANK NATIONAL ASSOCIATION, a national
banking association (“KeyBank”), as Agent (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”) for itself and each other lender (collectively, the “Lenders”) which is or may
hereafter become a party to that certain First Amended and Restated Credit Agreement, dated as of November 19, 2012, by and among Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“Borrower”), KeyBank,
as Agent and the Lenders (as the same may be further varied, amended, restated, renewed, consolidated, extended or otherwise supplemented from time to time, the “Credit Agreement”). 

ASSIGNOR, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and AS ADDITIONAL SECURITY,
does hereby presently, absolutely, irrevocably and unconditionally GRANT, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER to Agent, for the ratable benefit of the Lenders and the holders of any Hedge Obligations, as additional security, the
entire lessor’s, landlord’s or licensor’s interest in and to all leases, subleases (to the full extent of Assignor’s right, title and interest therein), tenant contracts, rental agreements, occupancy agreements or agreements of a
similar nature, whether written or oral, now or hereafter affecting the Property (as defined in the Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated of even date herewith executed by Assignor for the
benefit of Agent, the other Lenders and the holders of the Hedge Obligations (the “Instrument”)), or any part thereof, which Property includes that certain lot or piece of land, more particularly described in Exhibit A
attached hereto, together with all lease, security, damage or other deposits and all guarantees of the foregoing and letters of credit or other security relating to the performance or obligations of any tenants, lessees or licensees thereunder (all
of the leases and other agreements and guarantees described above together with all present and future leases and present and future agreements and any amendment, modification, extension or renewal of the same are hereinafter collectively referred
to as the “Leases”); 
 TOGETHER WITH all rents, income, issues, revenues and profits arising from the Leases
and renewals thereof and together with all rents, income, issues and profits from the use, enjoyment and occupancy of the Property (including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents, security deposits
and liquidated damages following default under any Leases, all proceeds payable under any policy of insurance, all of Assignor’s rights to recover monetary amounts from any lessee under the Leases in bankruptcy including, without limitation,
rights of recovery for use and occupancy and damage claims arising out of defaults under the Leases, including rejection of a Lease, together with any sums of money that may now or at any time hereafter be or become due and payable to Assignor by
virtue of any and all lease termination payments, royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and all future oil, gas and mining Leases covering the Property
or any part thereof, and all rents under and as defined in the Leases) (all of the rights described above hereinafter collectively referred to as the “Rents”). 







 THIS ASSIGNMENT is made for the purposes of additionally securing the following described
indebtedness (collectively the “Secured Obligations”): 
 (a) The debt evidenced by (i) (a) those
certain Revolving Credit Notes made by Borrower in the aggregate principal amount of Thirty-Seven Million Five Hundred Thousand and No/100 Dollars ($37,500,000) to the order of Lenders, which evidence a revolving credit loan in the initial principal
amount of up to Thirty-Seven Million Five Hundred Thousand and No/100 Dollars ($37,500,000), and (b) that certain Swing Loan Note made by Borrower in the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) to the order of
KeyBank, each of which has been issued pursuant to the Credit Agreement and each of which is due and payable in full on or before November 19, 2015, unless extended as provided in the Credit Agreement, and (ii) those certain Term Loan
Notes made by Borrower in the aggregate principal amount of Thirty-Seven Million Five Hundred Thousand and No/100 Dollars ($37,500,000) to the order of Lenders, which evidence a term loan in the initial principal amount of up to Thirty-Seven Million
Five Hundred Thousand and No/100 Dollars ($37,500,000), each of which has been issued pursuant to the Credit Agreement and each of which is due and payable in full on or before November 19, 2016, unless extended as provided in the Credit
Agreement, and which Revolving Credit Notes and Term Loan Notes may be increased to up to a total aggregate principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) pursuant to Section 2.11 of the Credit Agreement, and
(iii) each other note as may be issued under the Credit Agreement, each as originally executed, or if varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated from time to time, as so varied, extended,
supplemented, consolidated, amended, replaced, renewed, modified or restated (collectively, the “Note”); 
 (b)
The payment, performance and discharge of each and every obligation, covenant and agreement of Assignor contained herein, and of Borrower and Assignor in the Credit Agreement and in the other Loan Documents, including, without limitation, the
obligation of Borrower to reimburse Issuing Lender for any draws under the Letters of Credit; 
 (c) Any and all additional
advances made by Agent or any Lender to protect or preserve the Property or the lien and security title hereof in and to the Property, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not Assignor is the owner of
the Property at the time of such advances); 
 (d) The payment, performance and discharge of each and all of the Hedge
Obligations; 
 (e) Any and all other indebtedness, obligations and liabilities now or hereafter owing or to be performed by
Borrower to any Lender or Agent pursuant to the terms of the Credit Agreement or the other Loan Documents, whether now existing or hereafter arising or incurred, however evidenced or incurred, whether express or implied, direct or indirect, absolute
or contingent, due or to become due, including, without limitation, all principal, interest, fees, expenses, yield maintenance amounts and indemnification amounts, and all renewals, modifications, consolidations, replacements and extensions thereof;
and 
 (f) The Enforcement Costs (as defined in the Instrument). 







 Assignor warrants to Agent that (a) Assignor is the sole owner of the entire
lessor’s interest in the Leases and the Rents; (b) the Leases have not been altered, modified or amended in any manner whatsoever except as disclosed to Agent and, to the best knowledge of Assignor, are valid, enforceable and in full force
and effect; (c) neither the Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (d) none of the Rents have been collected for more than one (1) month in advance; (e) Assignor has
full power and authority to execute and deliver this Assignment and the execution and delivery of this Assignment has been duly authorized and does not conflict with or constitute a default under any law, judicial order or other agreement affecting
Assignor or the Property; and (f) there exist no offsets or defenses to the payment of any portion of the Rents. 

Assignor covenants with Agent that Assignor (a) shall observe and perform all the obligations imposed upon the lessor under the
Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Secured Obligations; (b) shall enforce the performance and observance of the obligations of the other parties to the Leases to be
performed thereunder consistent with the provisions of the Credit Agreement; (c) will appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Assignor as the
landlord, lessor or licensor thereof, or any tenant, lessee, licensee or any guarantor thereunder; (d) shall not collect any Rents more than one (1) month in advance; (e) shall not execute any other assignment of lessor’s
interest in the Leases or the Rents; (f) shall execute and deliver at the request of Agent all such further assurances, confirmations or assignments in connection with the Property as Agent shall from time to time reasonably require; and
(g) shall deliver to Agent executed copies of all Leases required to be delivered to Agent pursuant to the terms of the Credit Agreement. 
 THIS ASSIGNMENT is made on the following terms, covenants and conditions: 
 1.
Present Assignment. Assignor does hereby absolutely, presently and unconditionally assign to Agent, Assignor’s right, title and interest in and to any and all Leases and Rents, it being intended by Assignor that this Assignment
constitute a present assignment and not an agreement to assign. Assignor agrees to execute and deliver to Agent such additional instruments, in form and substance satisfactory to Agent, as may hereinafter be requested by Agent to further evidence
and confirm said assignment. Such assignment to Agent shall not be construed to bind Agent to the performance of any of the covenants, conditions, or provisions contained in any of the Leases or otherwise to impose any obligation upon Agent. Agent
is hereby granted and assigned by Assignor the right to enter the Property for the purpose of enforcing its interest in the Leases and the Rents, this Assignment constituting a present and unconditional assignment of the Leases and Rents. Assignor
shall authorize and direct, and does hereby authorize and direct, each and every present and future tenant under the Leases to pay all Rents directly to Agent upon receipt of written demand from Agent. It is the intent of Assignor and Agent
hereunder that the Rents hereby absolutely assigned are no longer, during the term of this Assignment, property of Assignor or property of any estate of Assignor as defined by 11 U.S.C. § 541, and shall not constitute collateral, cash or
otherwise, of Assignor. Notwithstanding the provisions of this Paragraph 1, so long as no Event of Default has occurred and is continuing, Assignor shall have the right to act as lessor under the Leases to the extent not prohibited by the Credit
Agreement. 







 2. License. Although this Assignment constitutes a present assignment of all Rents,
so long as there shall exist no Event of Default under the Instrument or the Credit Agreement, Assignor shall have a license (revocable upon the occurrence and during the continuous of an Event of Default) to collect and receive the Rents. Upon the
occurrence and during the continuance of any Event of Default, the license granted in this Paragraph 2 shall automatically, without further act by Agent, cease and terminate, and thereafter, any Rents received by Assignor shall be held in trust for
the benefit of, and shall be immediately remitted by Assignor to, Agent. 
 3. Remedies of Agent. If an Event of Default
under the Instrument or the Credit Agreement shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s
agents to collect the Rents and hereby directs such tenants, lessees and licensees of the Property to pay the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby
irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the
occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the
contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary
notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall
be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor
resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent
jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the
Agent with respect to the Property taken under this Paragraph 3. 
 4. No Liability of Agent. After the occurrence
and during the continuance of an Event of Default, the Agent is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of Assignor or the Agent for the account
of Assignor received from or in connection with said revenues or proceeds and apply the proceeds thereof to the payment of the Secured Obligations, when received, regardless of the maturity of any of the Loans or the Hedge Obligations, or any
installment thereof; and to execute transfer and division orders in the name of Assignor, or otherwise, with warranties binding Assignor. The Agent shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to
take any other action in connection therewith or hereunder; but shall have the right, at its election, in the name of Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Agent in order to
collect such funds and to protect the interests of the Agent and/or Assignor, with all costs, expenses and attorney’s fees incurred in connection therewith being paid by Assignor. 







 5. Other Remedies and Non-Waiver. No right, power or remedy conferred upon or
reserved to Agent by this Assignment is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy
given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Agent or of any Lender to exercise any right, power or remedy accruing upon any default shall exhaust or impair any such right, power or remedy
or shall be construed to be a waiver of any such default, or acquiescence therein; and every right, power and remedy given by this Assignment to Agent may be exercised from time to time and as often as may be deemed expedient by Agent. No consent or
waiver, expressed or implied, by Agent to or of any breach or default by Assignor in the performance of the obligations thereof hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance
of the same or any other obligations of Assignor hereunder. Failure on the part of Agent to complain of any act or failure to act or to declare an Event of Default under the Instrument, the Credit Agreement, the Guaranty or the other Loan Documents,
irrespective of how long such failure continues, shall not constitute a waiver by Agent of its rights hereunder or impair any rights, powers or remedies of Agent consequent on any breach or default by Assignor. Nothing contained in this Assignment
and no act done or omitted by Agent pursuant to the power and rights granted to Agent hereunder shall be deemed to be a waiver by Agent of its rights and remedies under the other Loan Documents and this Assignment is made and accepted without
prejudice to any of the rights and remedies possessed by Agent under the terms thereof. The right of the Agent to collect the Rents and to enforce any other security thereof held by it may be exercised by Agent either prior to, simultaneously with
or subsequent to any action taken by it hereunder. 
 6. Conflict with Credit Agreement Provisions. Assignor hereby
acknowledges and agrees that, in the event of any conflict between the terms hereof and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. 
 7. No Mortgagee in Possession. Nothing herein contained shall be construed as constituting Agent a “mortgagee in possession” in the absence of the taking of actual possession of the
Property by Agent. In the exercise of the powers herein granted to Agent, no liability shall be asserted or enforced against Agent, all such liability being expressly waived and released by Assignor. 

8. No Oral Change. This Assignment may not be modified, amended, waived, extended, changed, discharged or terminated orally, or by
any act or failure to act on the part of Assignor or Agent, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

 9. Certain Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically
provided herein, words used in this Assignment may be used interchangeable in singular or plural form and the word “Assignor” shall mean “Assignor and any subsequent owner or owners of the Property or any part thereof or any fee
interest therein,” 







 
the word “Agent” shall mean “Agent and any subsequent beneficiary of the Instrument,” the word “Loans” shall have the meaning set forth in the Credit Agreement, the
word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority, and any other entity, the words “Property” shall include any portion of the Property and
any interest therein; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. All other
capitalized terms used, but not defined herein, shall have the meaning set forth in the Credit Agreement. 
 10. Inapplicable
Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 

11. Counterparts. This Assignment may be executed in any number of counterparts each of which shall be deemed to be an original
but all of which when taken together shall constitute one agreement. 
 12. GOVERNING LAW; JURISDICTION. THIS
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT. ASSIGNOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE JURISDICTION
CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT. 
 13. Successors and Assigns. Assignor may not assign its rights under this Assignment. Assignor hereby acknowledges and agrees that Agent may assign this Assignment without Assignor’s consent.
Subject to the foregoing, this Assignment shall be binding upon, and shall inure to the benefit of, Assignor and the Agent and their respective successors and assigns. 
 14. Termination of Assignment. Upon payment in full of the Secured Obligations and the delivery and recording of a satisfaction, release or discharge of the Instrument duly executed by Agent, this
Assignment shall become and be void and of no effect as to the Leases and Rents from the Land no longer securing the Secured Obligations. 
 15. Indemnification. Assignor shall and does hereby agree to indemnify and to hold Agent, the Lenders and the holders of the Hedge Obligations harmless for, from and against any and all costs,
expenses, claims, demands, liability, loss or damage (including all costs, expenses, and attorneys’ fees incurred in the defense thereof) asserted against, imposed on or incurred by Agent, the Lenders or the holders of the hedge obligations in
connection with or as a result of this Assignment or the exercise of any rights or remedies under this Assignment or under any of the Leases or by reason of any alleged obligations or undertakings of Agent, the Lenders or the holders of the Hedge
Obligations to perform or discharge any of the terms, covenants or agreements contained in any of the Leases; provided, however, that nothing herein shall be construed to obligate assignor to indemnify and hold Agent, the Lenders or the holders of
the Hedge Obligations harmless for, from and against any and all costs, expenses, claims, demands, 







 
liability, loss or damage asserted against, imposed on or incurred by Agent, the Lenders or the holders of the Hedge Obligations by reason of such Person’s willful misconduct or gross
negligence if a judgment is entered against Agent, a Lender or a holder of the Hedge Obligations by a court of competent jurisdiction after the expiration of all applicable appeal periods. Should Agent, a Lender or a holder of the Hedge Obligations
incur any such costs, expenses, liabilities, loss or damage, or in the defense of any such claims or demands, for which it is to be indemnified by Assignor as aforesaid, the amount thereof shall be added to the Secured Obligations, shall bear
interest at the interest rate for overdue amounts stated in the Credit Agreement from the date incurred until paid (but in no event shall the interest payable exceed the maximum amount allowed by law), shall be secured by this assignment, the
Instrument and the other Loan Documents, and shall be payable immediately upon demand. 
 16. Notices. Except for any
statutory notice required prior to exercise of the remedies provided herein, which must be delivered in accordance with such statutes, all notices, requests and other communications hereunder shall be made and delivered in the manner provided in the
Instrument. 
 17. Rejection of Leases. In the event a tenant under any Lease should be the subject of any proceeding
under the Federal Bankruptcy Act (Title 11 U.S.C.) or any other federal, state, or local statute which provides for the possible termination or rejection of the Leases assigned hereby, the Assignor covenants and agrees that if any of the Leases is
so rejected, no settlement for damages shall be made without prior written consent of the Agent, and any check in payment of damages for rejection of such Lease will be made payable both to the Assignor and Agent. The Assignor hereby assigns any
such payment to the Agent and further covenants and agrees that upon the request of the Agent, it will duly endorse to the order of the Agent any check, the proceeds of which will be applied to whatever portion of the indebtedness secured hereby and
by the Security Documents which the Agent may elect. 
 18. No Merger of Estates. So long as any of the indebtedness
secured hereby and by the Loan Documents shall remain unpaid, unless the Agent shall otherwise consent in writing, the fee title and the leasehold estate on the Property as hereinbefore described shall not merge, but shall always be kept separate
and distinct, notwithstanding the union of said estate either in the Assignor or in any tenant or in a third party by purchase or otherwise. 
 19. Agent’s Rights of Assignment; Rights of Assignees. Agent may assign to any subsequent holder of the Note or the Instrument, or to any person acquiring title to the Property, all of
Agent’s right, title and interest in any of the Leases and rents, issues, income and profits from the Property. No such assignee shall have any liability for any obligation which accrued under any of the Leases prior to the assignment to such
assignee nor shall any such assignee have any obligation to account to Assignor for any rental payments which accrued prior to such assignment unless actually received by such assignee. After Assignor’s right, title and interest in the Property
has been foreclosed or otherwise terminated, no assignee of Assignor’s interest in the Leases shall be liable to account to Assignor for any rents, issues, income or profits thereafter accruing. 

20. Modifications, Etc. Assignor hereby consents and agrees that Agent or any other person may at any time and from time to time,
without notice to or further consent from 







 
Assignor, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporation on its behalf or for its
account, securing the Secured Obligations; substitute for any collateral so held by it, other collateral of like kind; agree to modification of the terms of the Credit Agreement or any of the other Security Documents or agreements evidencing or
relating to the Hedge Obligations (the “Hedge Documents”); extend or renew the Note, the Credit Agreement or any of the other Security Documents or Hedge Documents for any period; grant releases, compromises and indulgences with respect to
the Note, the Credit Agreement, the Guaranty or any of the other Security Documents or Hedge Documents for any period; grant releases, compromises and indulgences with respect to the Note, the Credit Agreement, the Guaranty or any of the other
Security Documents or Hedge Documents to any persons or entities now or hereafter liable thereunder or hereunder; release any guarantor or endorser of the Note, the Instrument, the Credit Agreement, the Guaranty, or any other Security Documents or
Hedge Documents; or take or fail to take any action of any type whatsoever; and no such action which Agent or any other person shall take or fail to take in connection with the Security Documents or Hedge Documents, or any of them, or any security
for the payment of the Secured Obligations or for the performance of any obligations or undertakings of Assignor, nor any course of dealing with Assignor or any other person, shall release Assignor’s obligations hereunder, affect this
Assignment in any way or afford Assignor any recourse against Agent or any other person. The provisions of this Assignment shall extend and be applicable to all renewals, amendments, extensions, consolidations and modifications of the Security
Documents, Hedge Documents and the Leases, and any and all references herein to the Security Documents, Hedge Documents or the Leases shall be deemed to include any such renewals, amendments, extensions, consolidations or modifications thereof.

 21. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, GRANTOR WAIVES THE RIGHT TO TRIAL BY JURY IN
CONNECTION WITH ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR ANY OTHER SECURITY DOCUMENT. 
 THIS ASSIGNMENT shall inure to the benefit of Agent and any subsequent beneficiary of the Instrument and shall be binding upon Assignor, and Assignor’s heirs, executors, administrators, successors
and assigns and any subsequent owner of the Property. 
 [Signatures Begin on the Following Page] 







 THIS INSTRUMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. 
 Assignor has executed this instrument as of the day and year first above written. 
  

									
	ASSIGNOR:
	
	GREEN WELLNESS INVESTORS, LLLP, a Florida limited liability limited partnership
		
	By:	 	HC-1940 Town Park Boulevard, LLC, a Delaware limited liability company, its General Partner
			
		 	By:	 	 Carter/Validus Operating Partnership, LP, a
 Delaware limited partnership, its sole member

				
		 		 	By:	 	 Carter Validus Mission Critical
 REIT, Inc., a Maryland corporation,
 its General Partner

					
		 		 		 	By:	 	 /s/ JOHN E. CARTER

		 		 		 	Name:	 	 John E. Carter

		 		 		 	Title:	 	 Chief Executive Officer




  
 10 









 ACKNOWLEDGMENT 

 

			
	THE STATE OF FLORIDA	  	§
		  	§
	COUNTY OF HILLSBOROUGH	  	§

 The foregoing instrument was acknowledged before me this 21 day of December, 2012, by John E. Carter, as Chief Executive
Officer of Carter Validus Mission Critical REIT, Inc., a Maryland corporation, which is the general partner of Carter/Validus Operating Partnership, LP, a Delaware limited partnership, which is the sole member of HC-1940 Town Park Boulevard, LLC, a
Delaware limited liability company, which is the general partner of Green Wellness Investors, LLLP, a Florida limited liability limited partnership, on behalf of said limited liability limited partnership. 

 

					
	(SEAL)	 		  	 /s/ DEMETRA ELLIOTT

	Notary Public	 		  	
	My Commission Expires:	 		  	Print Name of Notary:
	2/11/15	 		  	 Demetra Elliott


 THIS INSTRUMENT PREPARED BY AND UPON 
 RECORDING RETURN TO: 
 William F. Timmons, Esq. 

McKenna Long & Aldridge LLP 
 Suite 5300

 303 Peachtree Street NE 
 Atlanta,
Georgia 30308 

  
 11 









 EXHIBIT A 
 Legal Description 
 FEE PARCEL 

Situated in the City of Green, County of Summit and State of Ohio: 

And known as being a part of Northeast Quarter of Section 22 of former Green Township, also known as being part of lands now or
formerly owned by Union Square Investments, Ltd. as recorded in Reception #55756926 of the Summit County Records and more fully described as follows: 
 Beginning at a 1-inch bar in monument box found at the centerline intersection of Massillon Rd. (S.R. 241) and Town Park Boulevard; 
 Thence South 06 deg. 07’ 20” East, along the centerline of said Massillon Rd., a distance of 77.93 feet to a point; 
 Thence North 83 deg. 53’ 57” East a distance of 50.00 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set at the true place of beginning for the parcel of land herein described; 

Thence along the Southerly right-of-way line of Town Park Boulevard (76 feet wide) as recorded in Reception #55770365 of the Summit County
Records, which is the arc of a circle curving to the right, having a central angle of 89 deg. 58’ 01”, a radius of 40.00 feet, a chord bearing of North 38 deg. 51’ 40” East, a chord distance of 56.55 feet, a tangent of 39.98
feet, and an arc length of 62.81 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set at a point of tangency; 
 Thence North
83 deg. 50’ 41” East, continuing along the Southerly right-of-way line of said Town Park Boulevard, a distance of 17.96 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set at a point of curvature; 

Thence, continuing along the Southerly right-of-way line of said Town Park Boulevard which is the arc of a circle curving to the right,
having a central angle of 08 deg. 18’ 03”, a radius of 762.00 feet, a chord bearing of North 87 deg. 59’ 42” East, a chord distance of 110.30 feet, a tangent of 55.29 feet, and an arc length of 110.40 feet to a 5/8-inch capped
rebar (GBC Design, Inc.) set at a point of tangency; 
 Thence South 87 deg. 51’ 16” East, continuing along the
Southerly right-of-way line of said Town Park Boulevard, a distance of 432.41 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set at a point of curvature; 
 Thence, continuing along the Southerly right-of-way line of said Town Park Boulevard which is the arc of a circle curving to the right, having a central angle of 37 deg. 28’ 21”, a radius of
762.00 feet, a chord bearing of South 69 deg. 07’ 06” East, a chord distance of 489.53 feet, a tangent of 258.46 feet, and an arc length of 498.36 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set; 

  
 Exhibit A









 Thence South 02 deg. 06’ 16” West, along the Westerly line of lands now or
formerly owned by Union Square Investments, Ltd. as recorded in Reception #55756927 of the Summit County Records and along the Westerly line of lands now or formerly owned by Union Square Investments, Ltd. as recorded in Reception #55756928 of the
Summit County Records a distance of 870.07 feet to a 5/8-inch capped rebar (GBC Design, Inc.) set; 
 Thence North 87 deg.
48’ 40” West, along the Northerly right-of-way line of Steese Road (50 feet wide) as recorded in Reception #55770364 of the Summit County Records, a distance of 81.27 feet to a 2-inch iron pipe (bent) found; 

Thence North 02 deg. 06’ 16” East, along the Easterly line of lands now or formerly owned by Green Center Inc. as recorded in
Reception #54208464 of the Summit County Records, a distance of 273.75 feet to a 3/4-inch iron pipe found; 
 Thence North 87
deg. 42’ 54” West, along the Northerly line of said Green Center Inc. lands, a distance of 875.69 feet to a 5/8-inch capped rebar (GBC Design, Inc.) to be set; 
 Thence North 06 deg. 07’ 17” West, along the Easterly right-of-way line of said Massillon Rd., a distance of 13.53 feet to a 5/8-inch capped rebar (GBC Design, Inc.) to be set; 

Thence North 09 deg. 22’ 00” West, continuing along the Easterly right-of-way line of said Massillon Rd., a distance of 88.24
feet to a 5/8-inch capped rebar (GBC Design, Inc.) to be set; 
 Thence North 06 deg. 07’ 20” West, continuing along
the Easterly right-of-way line of said Massillon Rd., a distance of 448.84 feet to a 5/8-inch capped rebar (GBC Design, Inc.) to be set; 
 Thence South 87 deg. 52’ 47” East, continuing along the Easterly right-of-way line of said Massillon Rd., a distance of 5.05 feet to a 5/8-inch capped rebar (GBC Design, Inc.) to be set;

 Thence North 06 deg. 07’ 20” West, continuing along the Easterly right-of-way line of said Massillon Rd., a distance
of 153.02 feet to the true place of beginning and containing 17.4728 acres of land, more or less, as surveyed in August, 2010 by Louis J. Giffels, Registered Surveyor No. 7790, with GBC Design, Inc., but subject to all legal highways and any
restrictions, reservations, or easements of record. 
 Basis of bearing for this description is South 87 deg. 45’ 57”
East along the Northerly line of the Northeast Quarter of Section 22 of former Green Township as recorded in Reception #54873851 of the Summit County Records and also shown on the record survey recorded in Reception #54873852 of the Summit
County Records. 

  
 Exhibit A









 EASEMENT PARCEL A 

Non-Exclusive Easements for Access, Parking and Utilities contained in Declaration of Easements, Covenants and Restrictions between Green
Wellness Investors, LLLP, Green Medical Investors, LLLP and Akron General Medical Center, filed for record April 13, 2011 in Reception No. 55772586, of the Summit County Records. 

EASEMENT PARCEL B 
 Easement for a Helipad & Avigation contained in Helipad & Avigation Easement from Akron General Medical Center to Green Wellness Investors, LLLP, a Florida limited liability limited
partnership, filed for record April 13, 2011 in Reception No. 55772587, of the Summit County Records over the area depicted on the site plan attached to the easement as Exhibit “C” 

EASEMENT PARCEL C 
 Non-Exclusive Easement for Drainage contained in a Drainage Easement Agreement by and between Akron General Medical Center and Green Wellness Investors, LLLP, filed for record April 13, 2011 in
Reception No. 55772588, of the Summit County Records over the following described property: 
 Situated in the City of
Green, County of Summit, State of Ohio and known as being part of Northeast Quarter of Section 22 of former Green Township, also known as being part of lands now or formerly owned by Union Square Investments, Ltd. as recorded in Reception
#55756927 of the Summit County records and more fully described as follows: 
 Beginning at the northeasterly corner of Steese
Road Dedication as recorded in Reception #55770364 of the Summit County records; 
 Thence N 02 degrees 06’ 16” E,
along the easterly line of line of lands now or formerly owned by Union Square Investments, Ltd. as recorded in Reception #55756926 of the Summit County Records, a distance of 342.40 feet to a point, which is the True Place of Beginning for the
easement herein described; 
 Thence continuing N 02 degrees 06’ 16” E, along the easterly line of said Union Square
Investments, Ltd. lands as recorded in Reception #55756926 of the Summit County records, a distance of 20.06 feet to a point; 

Thence S 83 degrees 37’ 33” E, a distance of 96.82 feet to a point; 

Thence S 06 degrees 22’ 27” W, a distance of 12.41 feet to a point; 

  
 Exhibit A









 Thence S 68 degrees 58’ 26” W, along the southerly line of said Union Square
Investments, Ltd. lands as recorded in Reception #55756927 of the Summit County records a distance of 16.48 feet to a point; 

Thence N 83 degrees 37’ 33” W, a distance of 80.69 feet to the True Place of Beginning and containing 0.0428 Acres of land, more
or less as determined in April, 2011 by Louis J. Giffels, Registered Survey No. 7790, with GBC Design, Inc., but subject to all legal highways. 
 *Basis of bearing for this description is S 87 degrees 45’ 57” E along the northerly line of the Northeast Quarter of Section 22 of former Green Township as recorded in Reception #54873851
of the Summit County records and also shown on the record survey recorded in Reception #54873852 of the Summit County Records. 

EASEMENT PARCEL D 
 Non-Exclusive Drainage Easement contained in a Drainage Easement Agreement by and between Union Square Investments, Ltd., Green Wellness Investors, LLLP and Akron General Medical Center, filed for record
April 13, 2011 in Reception No. 55772589, of the Summit County Records. 
 EASEMENT PARCEL E 

Non-exclusive easement for access, parking, signage, utilities, party wall and interior access for the benefit of Fee Parcel No. 1
and Subleasehold Parcel No. 3 contained in a Declaration of Easement Agreement between Green Wellness Investors, LLLP and Green Medical Investors, LLLP, filed for record on October 3, 2011 and recorded in Instrument No. 55807967 of
Summit County Records over the following described property: 
 Situated in the City of Green, County of Summit, State of Ohio
and known as being part of Northeast Quarter of Section 22 of former Green Township, also known as being part of lands now or formerly owned by Union Square Investments, Ltd. as recorded in Reception #55723301 of the Summit County Records and
more fully described as follows: 
 Beginning at a 1” bar in monument box found at the centerline intersection of Massillon
Rd. (S.R. 241) and Town Park Boulevard (76’ wide); 
 Thence N 83 degrees 50’ 41” E, along the centerline of said
Town Park Boulevard, a distance of 107.91 feet to a point of curvature; 
 Thence continuing along the centerline of said Town
Park Boulevard, which is the arc of a circle curving to the right, having a central angle of 8 degrees 18’ 03”, a radius of 800.00 feet, a chord bearing N 87 degrees 59’ 42” E, a chord distance of 115.80 feet, a tangent of 58.05
feet, and an arc length of 115.90 feet to a point of tangency; 

  
 Exhibit A









 Thence S 87 degrees 51’ 16” E, continuing along the centerline of said Town Park
Boulevard, a distance of 134.56 feet to a point; 
 Thence S 02 degrees 08’ 44” W, a distance of 38.00 feet to a point,
which is the True Place of Beginning for the parcel of land herein described; 
 Thence S 87 degrees 51’ 16” E, along a
southerly line of said Town Park Boulevard, a distance of 297.85 feet to a 5/8” capped rebar (GBC Design, Inc.) set at a point of curvature; 
 Thence continuing along a southerly line of said Town Park Boulevard, along an arc of a circle curving to the right, having a central angle of 37 degrees 28’ 21”, a radius of 762.00 feet, having
a chord bearing of S 69 degrees 07’ 06” E, a chord distance of 489.53 feet, a tangent of 258.46 feet, and an arc length of 498.36 feet to a 5/8” capped rebar (GBC Design, Inc.) set; 

Thence S 02 degrees 06’ 16” W, along a new lease line, a distance of 152.89 feet to a point; 

Thence N 87 degrees 38’ 51” W, along a new lease line, a distance of 73.12 feet to a point; 

Thence N 56 degrees 33’ 22” W, along a new lease line, a distance of 204.75 feet to a point; 

Thence S 59 degrees 29’ 21” W, along a new lease line, a distance of 87.79 feet to a point; 

Thence N 74 degrees 58’ 09” W, along a new lease line, a distance of 143.11 feet to a point; 

Thence S 67 degrees 13’ 44” W, along a new lease line, a distance of 76.17 feet to a point; 

Thence S 58 degrees 28’ 45” W, along a new lease line, a distance of 24.12 feet to a point; 

Thence S 68 degrees 35’ 00” W, along a new lease line, a distance of 8.33 feet to a point; 

Thence S 21 degrees 25’ 00” E, along a new lease line, a distance of 1.07 feet to a point; 

Thence S 68 degrees 33’ 31” W, along a new lease line, a distance of 120.95 feet to a point; 

Thence N 21 degrees 27’ 00” W, along a new lease line, a distance of 89.20 feet to a point; 

Thence N 68 degrees 35’ 00” E, along a new lease line, a distance of 2.00 feet to a point; 

Thence N 21 degrees 25’ 00” W, along a new lease line, a distance of 24.00 feet to a point; 

Thence N 72 degrees 08’ 33” W, along a new lease line, a distance of 66.03 feet to a point; 

  
 Exhibit A









 Thence N 01 degrees 32’ 39” E, along a new lease line, a distance of 158.71 feet
to a point of curvature; 
 Thence along a new lease line, along an arc of a circle curving to the right, having a central angle
of 44 degrees 48’ 44”, a radius of 51.59 feet, having a chord bearing of N 25 degrees 53’ 14” E, a chord distance of 39.33 feet, a tangent of 21.27 feet, and an arc length of 40.35 feet to the True Place of Beginning and
containing 4.0000 Acres of land, more or less, as determined in January, 2011 by Louis J. Giffels, Registered Surveyor No. 7790, with GBC Design, Inc. 
 *Basis of bearing for this description is S 87 degrees 45’ 57” E along the northerly line of the Northeast Quarter Section 22 of former Green Township as recorded in Reception #54873851 of
the Summit County Records and also shown on the record survey recorded in Reception #54873852 of the Summit County Records. 

  
 Exhibit A